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                                                                     EXHIBIT 8.1


                     [LETTERHEAD OF CHADBOURNE & PARKE LLP]


                                February 2, 2001



OPINION LETTER



Cedar Brakes I, L.L.C.
1001 Louisiana Street
Houston, Texas  77002



Ladies and Gentlemen:


         We are acting as counsel to Cedar Brakes I, L.L.C. (the "Company"), a
limited liability company organized under the laws of the State of Delaware, in
connection with the offer to exchange (the "Exchange Offer") its 8 1/2% Series B
Senior Secured Bonds due February 15, 2014 (the "Series B Bonds") for an equal
principal amount of the Company's outstanding 8 1/2% Senior Secured Bonds due
February 15, 2014 (the "Series A Bonds"), and in connection with the preparation
of the prospectus (the "Prospectus") contained in the registration statement on
Form S-4 (the "Registration Statement") filed with the Securities and Exchange
Commission by the Company for the purpose of registering the Series B Bonds
under the Securities Act of 1933, as amended (the "Act"). Unless otherwise
defined herein, terms defined in the Prospectus are used herein as defined
therein.


         In rendering our opinion expressed below, we have assumed that all of
the transactions contemplated by the Exchange Offer and described in the
Registration Statement did, in fact, occur in accordance with the terms and
descriptions thereof.

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                                                               February 2, 2001


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         Based upon the foregoing, and subject to the assumptions and other
limitations set forth therein, the discussion in the Registration Statement
under the caption "U.S. FEDERAL INCOME TAX CONSEQUENCES" represents our opinion
as to the material U.S. Federal income tax consequences of the Exchange Offer
and of owning and disposing of the Series B Bonds (other than those consequences
that may be material to a holder based on its particular tax situation).


         We express no opinion as to any matter other than the opinion set forth
above. Our opinion is based on the Internal Revenue Code of 1986, as amended,
Treasury regulations promulgated thereunder, and administrative and judicial
interpretations thereof, all as in effect on the date hereof. The conclusions
reached in this opinion may change as a result of changes in any of the
foregoing.


                  We hereby consent to the use of our name under the captions
"U.S. Federal Income Tax Consequences" and "Legal Matters" in the Prospectus
forming part of the Registration Statement and to the filing of this opinion as
an exhibit to the Registration Statement.


                                                     Very truly yours,



                                                     /s/ CHADBOURNE & PARKE LLP