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                                                                     EXHIBIT 8.1
    
 
   
                         [KIRKLAND & ELLIS LETTERHEAD]
    
 
   
                                 APRIL 29, 1998
    
 
   
Huntway Managing Partner, L.P.
    
   
Huntway Holdings, L.P.
    
   
Board of Directors of Huntway Refining Company
    
   
25129 The Old Road, Suite 322
    
   
Newhall, California 91381
    
 
   
Gentlemen:
    
 
   
     In connection with the proposed conversion of Huntway Partners, L.P., a
Delaware limited partnership (the "Partnership") to corporate form (the
"Conversion"), to be effective by a merger (the "Merger") of the Partnership
into Huntway Refining Company, a newly-formed Delaware corporation that is a
wholly owned subsidiary of the Partnership (the "Corporation"), you have
requested our opinion concerning all the material federal income tax
consequences of general application of (i) the Conversion to the Partnership,
the Unitholders, and the Corporation and (ii) the ownership of Common Stock
following the Conversion to the holders of such shares of Common Stock. We have
examined Registration Statement No. 333-45093 of the Corporation on Form S-4, as
amended by Pre-Effective Amendment No. 1 and No. 2 thereto (the "Registration
Statement"), and such other documents and such legal authorities as we have
deemed relevant for purposes of expressing such an opinion. Except as otherwise
provided, capitalized terms not defined herein have the meanings set forth in
the Registration Statement.
    
 
   
     Subject to the limitations, qualifications, assumptions and caveats set
forth in the description contained in the Registration Statement under the
heading "Federal Income Tax Considerations" (the "Tax Discussion"), we confirm
that the Tax Discussion sets out our opinion of all the material federal income
tax consequences of general application of (i) the Conversion to the
Partnership, the Unitholders, and the Corporation and (ii) the ownership of
Common Stock following the Conversion to the holders of shares of such Common
Stock; provided that we express no opinion as to the truth or accuracy of any
factual statements contained in the Tax Discussion (including without limitation
the statement on page 18 that the tax basis of the Partnership in its assets
exceeded the amount of the Partnership's liabilities as of December 31, 1997 and
the statement on page 19 regarding the aggregate amount of the Partnership's
liabilities allocated to the Unitholders).
    
 
   
     Our opinion may not be relied upon except with respect to the consequences
specifically discussed in the Tax Discussion. In particular, no opinion is
expressed as to any transaction other than the Conversion as described in the
Registration Statement or as to the Conversion if it is not consummated in the
manner described therein. By rendering our opinion, we undertake no
responsibility to advise you of any developments after the date of our opinion
in the application or interpretation of the federal income tax laws.
    
 
   
     Our opinion has been delivered to you in connection with your consideration
of the Conversion and for the purpose of inclusion as an Exhibit to the
Registration Statement. Our opinion may not be distributed or otherwise made
available to any other person or entity without our prior written consent.
However, we consent to the reference to our opinion under the headings "Federal
Income Tax Considerations" and "Legal Matters" in the Registration Statement.
    
 
   
                                          Very truly yours,
    
 
   
                                          /s/ Kirkland & Ellis
    
 
   
                                          KIRKLAND & ELLIS