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                                                                     EXHIBIT 8.1

            [Letterhead of Skadden, Arps, Slate, Meagher & Flom LLP]



                                 April 17, 2002




Nabors Industries Ltd.
c/o The Corporate Secretary Limited
Whitepark House
White Park Road
Bridgetown, Barbados

Gentlemen:

                  We have acted as special tax counsel to Nabors Industries
Ltd., a Bermuda exempted company ("Nabors Bermuda"), in connection with (i) the
Merger, as defined and described in the Agreement and Plan of Merger, dated as
of January 2, 2002 (the "Agreement"), among Nabors Bermuda, Nabors Industries,
Inc., a Delaware corporation ("Nabors Delaware"), Nabors US Holdings Inc., a
Delaware corporation and a wholly owned subsidiary of Nabors Bermuda ("US
Holdings"), and Nabors Acquisition Corp. VIII, a Delaware corporation and a
wholly owned subsidiary of US Holdings ("Merger Sub"), and (ii) the preparation
and filing of the registration statement on Form S-4 (the "Registration
Statement") with the Securities and Exchange Commission (the "SEC") under the
Securities Act of 1933, as amended, on January 2, 2002 and as amended on March
22, 2002 and April 17, 2002, which includes the proxy statement/prospectus (the
"Proxy Statement/Prospectus"). This opinion is being furnished to you at your
request. Capitalized terms used but not otherwise defined herein shall have the
meaning ascribed thereto in the Agreement.

                  In connection with this opinion, we have examined the
Agreement, the Registration Statement and such other documents and corporate
records as we have deemed necessary or appropriate in order to enable us to
render the opinion below. We
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Nabors Industries Ltd.
April 17, 2002
Page 2


have relied upon statements, representations, and covenants made by Nabors
Delaware, Nabors Bermuda, US Holdings, and Merger Sub including representations
and covenants set forth in a letter from Nabors Delaware, Nabors Bermuda, US
Holdings, and Merger Sub dated the date hereof, and we have assumed that such
statements and representations are true without regard to any qualifications as
to knowledge and belief. For purposes of this opinion, we have assumed (i) the
validity and accuracy of the documents and corporate records that we have
examined and the facts and representations concerning the Merger that have come
to our attention during our engagement, (ii) the genuineness of all signatures,
the legal capacity of all natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such documents, and (iii) that the Merger will
be consummated in accordance with the terms of the Agreement and as described in
the Registration Statement and that none of the terms and conditions contained
therein will have been waived or modified in any respect prior to the effective
date of the Merger. Our opinion is conditioned upon, among other things, the
initial and continuing truth, accuracy, and completeness of the items described
above on which we are relying.

                  In rendering our opinion, we have considered the applicable
provisions of the Internal Revenue Code of 1986, as amended, Treasury Department
regulations promulgated thereunder, pertinent judicial authorities, interpretive
rulings of the Internal Revenue Service (the "Service"), and such other
authorities as we have considered relevant. It should be noted that statutes,
regulations, judicial decisions, and administrative interpretations are subject
to change at any time (possibly with retroactive effect). A change in the
authorities or the truth, accuracy, or completeness of any of the facts,
information, documents, corporate records, covenants, statements,
representations, or assumptions on which our opinion is based could affect our
conclusions.

                  Although the discussion in the Proxy Statement/Prospectus
under the caption "Income Tax Consequences of the Reorganization - U.S. Federal
Income Tax Consequences to Stockholders" (the "Discussion") does not purport to
discuss all possible United States federal income tax consequences of the
Merger, we are of the opinion that, based solely upon and subject to the
limitations, qualifications, exceptions, and assumptions set forth herein and in
the Discussion, such Discussion constitutes, in all material respects, a fair
and accurate summary under current law of the anticipated United States federal
income tax consequences of the Merger to the stockholders of Nabors Delaware.

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Nabors Industries Ltd.
April 17, 2002
Page 3


                  The opinion set forth above does not address all of the United
States federal income tax consequences of the Merger. Except as expressly set
forth above, we express no other opinion, including any opinion as to the United
States federal, state, local, foreign, or other tax consequences of the Merger.
Further, there can be no assurances that the opinion expressed herein will be
accepted by the Service or, if challenged, by a court. The opinion is expressed
as of the date hereof, and we are under no obligation to supplement or revise
our opinion to reflect any changes (including changes that have retroactive
effect) (i) in applicable law or (ii) in any fact, information, document,
corporate record, covenant, statement, representation, or assumption stated
herein that becomes untrue, incorrect, or incomplete.

                  This letter is furnished to you for use in connection with the
Merger, as described in the Agreement and the Proxy Statement/Prospectus, and is
not to be used, circulated, quoted, or otherwise referred to for any other
purpose without our express written permission. We hereby consent to the filing
of this opinion as an exhibit to the Registration Statement and to the use of
our name under the caption "Legal Matters" in the Proxy Statement/Prospectus. In
giving such consent, we do not thereby admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act of 1933,
as amended, or the rules and regulations of the SEC thereunder.

                                   Very truly yours,

                                   /s/ Skadden, Arps, Slate, Meagher & Flom LLP

