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                                                                     EXHIBIT 8.1



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


                                                              September 6, 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"), in connection with the preparation
and filing of the registration statement on Form S-3 (the "Registration
Statement") with the Securities and Exchange Commission (the "SEC") under the
Securities Act of 1933, as amended, on September 6, 2002, which includes the
prospectus (the "Prospectus"), with respect to the registration of up to
1,000,000 shares of common shares, par value US $.001 per share, of Nabors,
issuable upon exchange of exchangeable shares, without par value ("Exchangeable
Shares") of Nabors Exchangeco (Canada) Inc., a Canadian corporation
("Exchangeco"). This opinion is being furnished to you at your request.

                  In connection with this opinion, we have examined 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, Exchangeco, 3064297 Nova Scotia Company, a Nova Scotia unlimited
liability company, and Ryan Energy Technologies Inc., a Canadian corporation,
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


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Nabors Industries Ltd.
September 6, 2002
Page 2

concerning the Exchangeable Shares that have come to our attention during our
engagement and (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. 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). In addition, it should
be noted that legislation has been introduced which, if enacted in its present
form, could materially change the opinion set forth below. Moreover, the United
States Treasury Department is currently studying transactions such as the
reorganization of Nabors and, as a result, changes in statutes, regulations,
judicial decisions, and administrative interpretations may occur, possibly with
retroactive effect, which could affect the opinion set forth below. 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 Prospectus under the caption
"Income Tax Considerations - Material United States Federal Income Tax
Considerations" (the "Discussion") does not purport to discuss all possible
United States federal income tax consequences of the ownership and disposition
of Exchangeable Shares, 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
material United States federal income tax consequences of the ownership and
disposition of Exchangeable Shares to certain holders generally.

                  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 ownership and disposition of
Exchangeable Shares. Further, there




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Nabors Industries Ltd.
September 6, 2002
Page 3


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
registration of the Exchangeable Shares, as described in the Registration
Statement, 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 Considerations - Material
United States Federal Income Tax Considerations" and "Legal Matters" in the
Registration Statement. 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


