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                                                                     EXHIBIT 8.1

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



                                 April 29, 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, April 17, 2002 and April 29, 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 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
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Nabors Industries Ltd.
April 29, 2002
Page 2


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.

                  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
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Nabors Industries Ltd.
April 29, 2002
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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 captions "Income Tax Consequences of the Reorganization--
U.S. Federal Income Tax Consequences to Stockholders" and "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

