EXHIBIT 8.1


                      [PORTER & HEDGES, L.L.P. LETTERHEAD]


                                  July 11, 2003



Grey Wolf, Inc.
10170 Richmond Avenue, Suite 600
Houston, Texas 77042

         Re:  Registration Statement on Form S-3 pertaining to $150,000,000
              aggregate principal amount of 3.75% Contingent Convertible Senior
              Notes Due 2023

Ladies and Gentlemen:

         We have acted as special federal income tax counsel for Grey Wolf,
Inc., a Texas corporation ("Grey Wolf"), in connection with the registration of
$150,000,000 of its 3.75% Contingent Convertible Senior Notes Due 2023 (the
"Notes") and the 23,255,820 shares of its common stock, par value $.10 per
share, issuable upon conversion of the Notes pursuant to a registration
statement on Form S-3 (the "Registration Statement") filed today by Grey Wolf
with the Securities and Exchange Commission. In connection therewith, we have
participated in the preparation of, and have reviewed, the prospectus (the
"Prospectus") included in the Registration Statement.

         We have examined and relied upon the (i) Prospectus, (ii) Registration
Statement, (iii) form of Notes, (iv) the Registration Rights Agreement dated as
of May 7, 2003 among Grey Wolf, the Guarantors named therein and Deutsche Bank
Securities, Inc. ("Deutsche Bank"), (v) in each case as filed with the
Registration Statement, each of the Indenture dated as of May 7, 2003 and the
Supplemental Indenture dated as of May 22, 2003 (collectively, the "Indenture"),
among Grey Wolf, the guarantors and JPMorgan Chase Bank, as trustee, the form of
the Notes issued under the Indenture, and (vi) the Purchase Agreement dated as
of May 1, 2003 among Grey Wolf, the Guarantors named therein and Deutsche Bank
(collectively, the "Operative Documents").

         We have reviewed such corporate records, certificates and other
documents, and such questions of law, as we have considered necessary or
appropriate for the purposes of this opinion. We have assumed that all
signatures are genuine, that all documents submitted to us as originals are
authentic and that all copies of documents submitted to us conform to the
originals.

         Based on our review of the foregoing, in our opinion, under the law in
effect on the date hereof, the statements in the Prospectus under the caption
"Certain U.S. Federal Income Tax Consequences," insofar as such statements
constitute summaries of the laws, regulations or legal




Grey Wolf, Inc.
July 11, 2003
Page 2


matters referred to therein, are, subject to the qualifications stated therein,
accurate in all material respects and fairly summarize the matters referred to
therein.

         The foregoing opinion is based on the Internal Revenue Code of 1986, as
amended, Treasury Regulations promulgated thereunder, Internal Revenue Service
rulings and pronouncements, and judicial decisions now in effect, any of which
may be changed at any time with retroactive effect.

         We are members of the bar of the State of Texas. We do not express any
opinion on any matters other than the United States federal income tax law
matters specifically referred to herein.

         We hereby consent to the filing of this opinion as Exhibit 8.1 to the
Registration Statement. In giving such consent, we do not thereby admit that we
are in the category of persons who consent is required under Section 7 of the
Securities Act.

                                          Very truly yours,

                                          /s/ PORTER & HEDGES, L.L.P.

                                          Porter & Hedges, L.L.P.