Exhibit 8.1

September 24, 2009

Penn Virginia Resource Partners, L.P.

Three Radnor Corporate Center, Suite 300

100 Matsonford Road

Radnor, Pennsylvania 19087

Re:Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as counsel for Penn Virginia Resource Partners, L.P., a Delaware limited partnership (the “Partnership”), and certain of its subsidiaries with respect to the preparation of the Registration Statement on Form S-3 (the “Registration Statement”) filed on the date hereof with the Securities and Exchange Commission in connection with the registration by the Partnership under the Securities Act of 1933, as amended (the “Securities Act”), of the offer and sale by the Partnership from time to time, to Rule 415 under the Securities Act, of:

(1) common units representing limited partner interests in the Partnership;

(2) debt securities, which may be co-issued by Penn Virginia Resource Finance Corporation, a Delaware corporation, in one or more series, consisting of notes, debentures or other evidences of indebtedness (the “Debt Securities”); and

(3) guarantees of the Debt Securities by of certain subsidiaries of the Partnership listed in the Registration Statement as guarantors.

In connection therewith, we prepared the discussion (the “Discussion”) set forth under the caption “Material Income Tax Consequences” in the prospectus included in the Registration Statement.

All statements of legal conclusions contained in the Discussion, unless otherwise noted, are our opinion with respect to the matters set forth therein as of the effective date of the Registration Statement qualified by the limitations contained in the Discussion. In addition, we are of the opinion that the Discussion with respect to those matters as to which no legal conclusions are provided are accurate discussion of such federal income tax matters (except for the representations and statements of fact by the Partnership and its general partner, included in the Discussion, as to which we express no opinion).

September 24, 2009   Page 2

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name in the Registration Statement. This consent does not constitute an admission that we are “experts” within the meaning of such term as used in the Securities Act or the rules and regulations of the Securities and Exchange Commission issued thereunder.

Very truly yours,

/s/ VINSON & ELKINS L.L.P.

Vinson & Elkins L.L.P.

Vinson & Elkins LLP  Attorneys at Law Austin  Beijing  Dallas Dubai  Houston  London  Moscow  New York  Shanghai  Tokyo  Washington First City Tower, 1001 Fannin Street, Suite 2300, Houston, TX 77002-6760 Tel 713.758.2222  Fax 713.758.2346  www.velaw.com