EXHIBIT 8.2

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


                                October 25, 2001


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




Ladies and Gentlemen:


         We have acted as counsel for Mitchell Energy & Development Corp., a
Texas corporation ("Mitchell"), in connection with the Amended and Restated
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"), Devon NewCo Corporation, a Delaware corporation and
wholly-owned subsidiary of Devon, Devon Holdco Corporation, a Delaware
corporation and wholly-owned subsidiary of Devon ("Alternate Holdco"), Devon
Merger Corporation, a Delaware corporation and wholly-owned subsidiary of
Alternate Holdco and Mitchell Merger Corporation, a Delaware corporation and
wholly-owned subsidiary of Alternate Holdco. At your request, in connection with
the filing of the registration statement on Form S-4, as amended, 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 "Material Federal Income Tax Considerations" and have
concluded that the statements of legal conclusions set forth in that description
constitute our opinion as to the anticipated United States federal income tax
consequences of the Merger and the Alternate Merger (in each case, as defined in
the Merger Agreement).



         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 or the Alternate Mergers, as
the case may be, 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.



Mitchell Energy & Development Corp.
Page 2
October 25, 2001


         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.