EXHIBIT 8.1

                             Vinson & Elkins L.L.P.
                             1001 Fannin, Suite 2300
                            Houston, Texas 77002-6760

February 10, 2003

Alliance Resource Partners, L.P.
1717 South Boulder Avenue, Suite 600
Tulsa, Oklahoma 74119

         RE:      ALLIANCE RESOURCE PARTNERS, L.P.; REGISTRATION STATEMENT ON
                  FORM S-3

Ladies and Gentlemen:

         We have acted as counsel for Alliance Resource Partners, L.P., a
Delaware limited partnership (the "Partnership"), with respect to certain legal
matters in connection with the offer and sale by the Partnership of common units
representing limited partner interests (the "Common Units") in the Partnership
pursuant to a Registration Statement on Form S-3 (Registration No. 333-85282)
(the "Registration Statement"). In connection therewith, we have reviewed the
discussion set forth under the caption "Tax Considerations" in the Registration
Statement (the "Discussion").

         All statements of legal conclusions contained in the Discussion, unless
otherwise noted, are our opinion with respect to the matters set forth therein
as of the date set forth above. In addition, we are of the opinion that the
federal income tax discussion in the Registration Statement with respect to
those matters as to which no legal conclusions are provided is an accurate
discussion of such federal income tax matters (except for the representations
and statements of fact of the Partnership included in such discussion, as to
which we express no opinion).

         We hereby consent to the filing of this opinion as an exhibit to a
Current Report on Form 8-K of the Partnership and to the use of our name in the
prospectus supplement dated February 10, 2003 as filed with the Securities and
Exchange Commission (the "Commission") pursuant to Rule 424(b) under the
Securities Act of 1933, as amended (the "Securities Act"), and which supplements
the prospectus that forms a part of the Registration Statement. This consent
does not constitute an admission that we are "experts" within the meaning of
such term as used in the Securities Act.

                                    Very truly yours,




                                    /s/ VINSON & ELKINS L.L.P.