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EXHIBIT 8.1
[VINSON & ELKINS L.L.P. LETTERHEAD]
December 13, 2000
Stone Energy Corporation
625 East Kaliste Saloom Road
Lafayette, LA 70508
Ladies and Gentlemen:
We have acted as counsel to Stone Energy Corporation ("Stone") in
connection with the merger of Partner Acquisition Corp., a direct wholly-owned
subsidiary of Stone, with and into Basin Exploration, Inc. (the "Merger").
We participated in the preparation of the Registration Statement on
Form S-4 filed with the Securities and Exchange Commission with respect to the
Merger and hereby confirm that the conclusions of law with respect to federal
income tax matters set forth in the Registration Statement under the heading
"The Merger--U.S. Federal Income Tax Consequences of the Merger" are accurate
and complete in all material respects and represent our opinion with respect to
such matters.
We hereby consent to the use of our name in the Registration Statement
and to the filing of this letter as an exhibit to the Registration Statement.
Very truly yours,
Vinson & Elkins L.L.P.
