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                                                                     EXHIBIT 8.2

                      [VINSON & ELKINS L.L.P. LETTERHEAD]

                                August 29, 2001

Mitchell Energy &
Development Corp.
2001 Timberloch Place
P.O. Box 4000
The Woodlands, Texas 77387-4000

                                   TAX OPINION

Ladies and Gentlemen:

         We have acted as counsel for Mitchell Energy & Development Corp., a
Texas corporation ("Mitchell"), in connection with the Agreement and Plan of
Merger, dated as of August 13, 2001 (the "Merger Agreement"), by and among
Mitchell, Devon Energy Corporation, a Delaware corporation ("Devon"), and Devon
NewCo Corporation, a Delaware corporation and wholly-owned subsidiary of Devon
("Merger Sub"), pursuant to which Mitchell will be merged with and into Merger
Sub (the "Merger"). At your request, in connection with the filing of the
registration statement on Form S-4 with the Securities and Exchange Commission
on or about the date hereof (the "Registration Statement"), we have reviewed the
description set forth therein under the caption "Certain Federal Income Tax
Considerations" and have concluded that the statements of legal conclusions set
forth in that description reflect our opinion as to the anticipated United
States federal income tax consequences of the Merger.

         In connection with rendering our opinion, we have reviewed the Merger
Agreement, the Registration Statement and such other documents and corporate
records as we have deemed necessary or appropriate. We have also 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 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. Our opinion is based upon 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, all of which are subject to change with prospective or
retroactive effect, and our opinion could be adversely affected or rendered
obsolete by such change.




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         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.


                                        Very truly yours,



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