EXHIBIT 8.1

          [LETTERHEAD OF PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP]

                                September 7, 2005

PrimeWest Energy Trust
Suite 5100, 150 - 6th Avenue S.W.
Calgary, Alberta, Canada T2P 3Y7

Ladies and Gentlemen:

      We have acted as United States federal income tax counsel for PrimeWest
Energy Trust (the "Trust") in connection with the filing of a registration
statement on Form F-3 (the "Registration Statement") with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Act of 1933,
as amended (the "Securities Act"), in respect of 4,000,000 trust units (the
"Trust Units") issuable pursuant to the Trust's Distribution Reinvestment Plan
(the "Plan").

      We have been requested to render our opinion as to certain tax matters in
connection with the Registration Statement. Capitalized terms used but not
defined herein have the respective meanings ascribed to them in the Registration
Statement.

      In rendering our opinion, we have examined originals or copies, certified
or otherwise identified to our satisfaction, of such agreements and other
documents as we have deemed relevant and necessary and we have made such
investigations of law as we have deemed appropriate as a basis for the opinion
expressed below. In our examination, we have assumed, without independent
verification, (i) the authenticity of original documents, (ii) the accuracy of
copies and the genuineness of signatures, (iii) that the execution and delivery
by the Trust of each document to which it is a party and the



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performance by such party of its obligations thereunder have been authorized by
all necessary measures and do not violate or result in a breach of or default
under such party's certificate or instrument of formation and by-laws or the
laws of such party's jurisdiction of organization, (iv) that each such agreement
represents the entire agreement between the parties with respect to the subject
matter thereof, (v) the parties to each agreement have complied, and will
comply, with all of their respective covenants, agreements and undertakings
contained therein and (vi) the transactions provided for by each agreement were
and will be carried out in accordance with their terms.

      The opinion set forth below is limited to the Internal Revenue Code of
1986, as amended, administrative rulings, judicial decisions, treasury
regulations and other applicable authorities, all as in effect on the date
hereof. The statutory provisions, regulations, and interpretations upon which
our opinion is based are subject to change, and such changes could apply
retroactively. Any such change could affect the continuing validity of the
opinion set forth below.

      The opinion set forth herein has no binding effect on the United States
Internal Revenue Service or the courts of the United States. No assurance can be
given that, if the matter were contested, a court would agree with the opinion
set forth herein.

      Based upon and subject to the foregoing, and subject to the qualifications
set forth herein, we hereby confirm that the discussion set forth under the
caption "United States Federal Income Tax Considerations" in the Registration
Statement is our opinion. Such discussion does not, however, purport to discuss
all United States federal income tax consequences and is limited to those United
States federal income tax consequences specifically discussed therein and
subject to the qualifications set forth therein.

      In giving the foregoing opinion, we express no opinion other than as to
the federal income tax laws of the United States of America.

      Furthermore, in rendering our opinion, we have made no independent
investigation of the facts referred to herein and have relied for the purpose of
rendering this opinion exclusively on those facts that have been provided to us
by you and your agents, which we assume have been, and will continue to be,
true.

      We are furnishing this letter in our capacity as United States federal
income tax counsel to the Trust. This letter is not to be used, circulated,
quoted or otherwise referred to for any other purpose, except as set forth
below. We assume no responsibility to advise you of any subsequent changes in
existing laws or facts, nor do we assume any responsibility to update this
opinion.

      We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement. The issuance of such consent does not concede that we
are an "expert" for purposes of the Securities Act.



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                                Very truly yours,

                /s/ PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP