EXHIBIT 8.1



                          (VINSON & ELKINS LETTERHEAD)



December 23, 2003



Natural Resource Partners L.P.
NRP (Operating) LLC
601 Jefferson, Suite 3600
Houston, Texas 77002

Ladies and Gentlemen:

         We have acted as counsel for Natural Resource Partners L.P. (the
"Partnership") with respect to certain legal matters in connection with the
registration by the Partnership and NRP (Operating) LLC (the "Operating
Company") under the Securities Act of 1933, as amended (the "Securities Act"),
of the offer and sale from time to time, pursuant to Rule 415 under the
Securities Act, of up to $500,000,000 of common units of the Partnership and/or
debt securities of the Partnership and the Operating Company. We have also
participated in the preparation of the Prospectus (the "Prospectus") contained
in the Registration Statement to which this opinion is an exhibit.

         In connection therewith, we prepared the discussion set forth under the
caption "Material Tax Consequences" in the Prospectus (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
effective date of the Registration Statement. 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 and its general
partner, included in such discussion, as to which we express no opinion).

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name in 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.
                                                  -------------------------
                                                  Vinson & Elkins L.L.P.