EXHIBIT 8.2

                          [Vinson & Elkins Letterhead]

                                 March 7, 2003



Ocean Energy, Inc.
1001 Fannin, Suite 1600
Houston, Texas  77002-6794


Ladies and Gentlemen:

         In connection with the registration statement on Form S-4 (the
"Registration Statement") filed by Devon Energy Corporation, a Delaware
corporation ("Devon"), relating to the merger (the "Merger") contemplated by the
Agreement and Plan of Merger, dated as of February 23, 2003 (the "Merger
Agreement"), by and among Devon, Devon NewCo Corporation and Ocean Energy, Inc.,
you have requested our opinion regarding the description of material federal
income tax consequences related to the Merger as described in the Registration
Statement.

         In connection with rendering this opinion, we have examined the Merger
Agreement and the Registration Statement, including the joint proxy
statement/prospectus that forms a part of the Registration Statement. In
addition, we have examined such other documents, instruments and information as
we considered necessary to enable us to express this opinion. Our opinion is
also based on (1) the accuracy of the statements and facts concerning the Merger
set forth in the Merger Agreement (including, without limitation, the exhibits
thereto) and the Registration Statement, (2) our assumption that the Merger will
be consummated in the manner contemplated by, and in accordance with the terms
set forth in, the Merger Agreement and the Registration Statement and (3)
currently applicable provisions of the U.S. federal income tax laws, including
the Internal Revenue Code of 1986, as amended, applicable Treasury Regulations
promulgated thereunder, judicial authority and current administrative rulings
and practice.

         Based on the foregoing, we have concluded that, as of the date hereof,
the statements under the caption "Material Federal Income Tax Considerations" in
the Registration Statement represent our opinion of the material tax
consequences of the Merger, to the extent that such statements constitute legal
conclusions.

         We hereby consent to the use of our name in the Registration Statement
and to the filing of this opinion as part of the Registration Statement, without
admitting that we are "experts" within the meaning of the Securities and
Exchange Act of 1933, as amended, or the rules and regulations of the Securities
and Exchange Commission issued thereunder, with respect to any part of the
Registration Statement.

                                                Sincerely,

                                                /s/ Vinson & Elkins L.L.P.

                                                Vinson & Elkins L.L.P.