1
Exhibit 8.1
EMENS, KEGLER, BROWN, HILL & RITTER
A Legal Professional Association
ATTORNEYS AND COUNSELORS AT LAW
CAPITOL SQUARE
SUITE 1800
65 EAST STATE STREET
COLUMBUS, OHIO 43215-4294
_____________________
October 2, 1995
Benton Oil and Gas Company
Attention: Gregory S. Grabar
1145 Eugenia Place, Suite 200
Carpinteria, California 93013
Re: Form S-4 Registration Statement under Securities Act of 1933
SEC File Number 33-61299-Federal Tax Consequences
Dear Mr. Grabar:
We have acted as counsel to Benton Oil and Gas Company, a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933 of the Company's Common Stock and Warrants. In this
connection, we have examined the registration statement on Form S-4 (the
"Registration Statement"), including the proxy statement-prospectus which
forms a part of the Registration Statement (the "Prospectus") and such other
documents as we deem necessary for the purposes of this opinion.
Based on the foregoing and subject to the limitations set forth herein,
it is our opinion that the description of federal income tax consequences
included in the Prospectus under the heading "Certain Federal Tax Consequences"
accurately sets forth the federal income tax consequences under existing law
relating to the Exchange to which such discussion refers.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not admit that we are
within the category of persons whose consent is required by Section 7 of the
Securities Act of 1933, as amended.
Sincerely yours,
EMENS, KEGLER, BROWN, HILL & RITTER
By: /s/ Jack A. Bjerke
-------------------------------
Jack A. Bjerke, Vice President