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EXHIBIT 8.1
[CROWE & DUNLEVY LETTERHEAD APPEARS HERE]
July 25, 2000
Canaan Energy Corporation
119 North Robinson, Suite 600
Oklahoma City, Oklahoma 73102
Gentlemen:
We have acted as counsel to Canaan Energy Corporation, an Oklahoma
corporation ("Canaan"), in connection with that certain Registration Statement,
File No. 333-30322, as amended with respect to 3,830,000 shares of common stock
of Canaan, filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, on or about February 14, 2000, including
Amendment No. 2 to such registration statement being filed on or about July 25,
2000 (the "Registration Statement"). Except as otherwise indicated, all terms
used herein shall have the respective meanings assigned to them in the
Registration Statement. Canaan filed the Registration Statement in connection
with the proposed Plan of Combination.
You have requested our opinion regarding the material Federal income
tax consequences of certain aspects of the proposed Plan of Combination. Our
opinion assumes the accuracy and completeness of the facts set forth in the
Registration Statement and certain additional facts and assumptions set forth in
the certificates, attached hereto collectively as Exhibit A (the "Certificate").
Based upon the foregoing, in reliance thereon and subject thereto, and
subject to the other limitations set forth below, the statements made in the
prospectus being filed with the Registration Statement under the captions
"Summary-Summary of Material Federal Income Tax Consequences" and "Material
Federal Income Tax Consequences" with respect to our tax opinions constitute our
opinions of the tax consequences described therein.
(A) No opinion is expressed as to any matter not specifically
addressed above, including the reasonableness of the above-referenced
assumptions relied upon by us in rendering the opinion set forth above.
(B) Our opinions are based upon the Internal Revenue Code of 1986, as
amended ("Code"), the Treasury Regulations promulgated thereunder, judicial
decisions, published
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Canaan Energy Corporation
July 25, 2000
Page 2
rulings of the Internal Revenue Service ("IRS"), and other administrative
pronouncements, all as in effect on the date hereof.
(C) The statutory, judicial, regulatory and administrative authorities
relied upon by us in rendering the above-referenced opinions may be amended
or revoked at any time. Any such changes may or may not be retroactive with
respect to transactions entered into or contemplated prior to the effective
date thereof and could significantly alter this opinion. There can be no
assurance that legislative, judicial or administrative changes affecting
the tax consequences described in the Registration Statement will not occur
in the future. We assume no obligation to update or modify this opinion to
reflect any developments that occur after the date hereof.
(D) We hereby consent to the disclosure of our opinion in the
prospectus included in the Registration Statement, to the use of this
opinion as an exhibit to the Registration Statement and to the use of our
name in the Registration Statement and prospectus under the heading "Legal
Matters".
(E) This opinion is not binding on the IRS or the courts and is
dependant upon the accuracy and completeness of the facts set forth in the
Registration Statement and the facts and assumptions set forth in the
Certificates. We have relied upon these facts and assumptions, and any
inaccuracy or incompleteness in our understanding of those facts or
assumptions could adversely affect the Federal income tax consequences of
the Plan of Combination transactions and, accordingly, could alter our
opinion.
Respectfully submitted,
CROWE & DUNLEVY
A Professional Corporation
By:
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Reeder E. Ratliff
RER:CLA:clm
