EXHIBIT 8.2




                [AKIN GUMP STRAUSS HAUER & FELD LLP LETTERHEAD]




                       , 2002
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EEX Corporation
2500 CityWest Boulevard
Suite 1400
Houston, Texas  77042

Re:  Merger with Newfield Exploration Company

Ladies and Gentlemen:

We have acted as counsel for EEX Corporation, a Texas corporation (the
"Company"), in connection with the Amended and Restated Agreement and Plan of
Merger dated as of May 29, 2002 by and among Newfield Exploration Company, a
Delaware corporation ("Newfield"), Newfield Operating Company, a Texas
corporation and wholly owned subsidiary of Newfield ("Merger Sub"), and the
Company (as amended, the "Merger Agreement"), relating to the proposed merger of
Merger Sub with and into the Company (the "Merger"). At your request, in
connection with the filing of the Registration Statement on Form S-4 relating to
the Merger and the other transactions contemplated by the Merger Agreement with
the Securities and Exchange Commission on or about the date hereof (as amended,
the "Registration Statement"), we have reviewed the descriptions set forth
therein under the caption "Material U.S. Federal Income Tax Consequences--The
Merger--Opinion of Counsel to EEX" and have concluded that such descriptions,
insofar as they relate to matters of law and legal conclusions, constitute our
opinion as to the anticipated United States federal income tax consequences of
the Merger (as defined in the Merger Agreement).


Our opinion is based upon (i) the Merger Agreement, (ii) the Registration
Statement, (iii) officers' certificates containing representations and
certifications made to us by Newfield and the Company in the form attached as
Exhibits A and B to the Merger Agreement(1) and (iv) the existing provisions of
the Internal Revenue Code of 1986, as amended, regulations (and administrative
pronouncements) promulgated or proposed thereunder, and interpretations thereof
by the Internal Revenue Service and the courts, all as of the date hereof. We
have also reviewed such other documents and corporate records as we have deemed
necessary or appropriate. We have assumed that the representations and
warranties contained in the Merger Agreement were true, correct and complete
when made and will continue to be true, correct and complete through


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      1 Representations concerning federal tax matters are set forth in the
Company tax certificate executed by _________________________,
________________________ of the Company, on ____________, 2002 and the Newfield
tax certificate executed by_________________________, _________________________
of Newfield, on ____________, 2002.



AKIN GUMP
STRAUSS HAUER & FELD LLP
Attorneys at Law


Page 2
                    , 2002
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the effective time of the Merger and that the parties have complied with and, if
applicable, will continue to comply with the covenants contained in the Merger
Agreement.

This opinion is given to you by us solely for your use and benefit, and is not
to be quoted or otherwise referred to or furnished to any governmental agency
(other than the Securities and Exchange Commission in connection with the
Registration Statement or the Internal Revenue Service in connection with an
examination of the transactions contemplated by the Merger Agreement) or to any
other person without our prior written consent.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to our firm included in the
Registration Statement. In giving this consent, we do not thereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the rules and regulations promulgated
thereunder.

Sincerely,