exv8w1

Exhibit 8.1


				ATTORNEYS AT LAW 777 EAST WISCONSIN AVENUE MILWAUKEE, WI 53202-5306 414.271.2400 TEL 414.297.4900 FAX foley.com

August 17, 2010

Whiting Petroleum Corporation
1700 Broadway, Suite 2300
Denver, Colorado 80290-2300

Re: Registration Statement on Form S-4

We have acted as U.S. federal income tax counsel to Whiting Petroleum Corporation, a Delaware corporation (the “Company”), in connection with the preparation of a Registration Statement on Form S-4 (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the issuance by the Company of up to 7,549,065 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and related Preferred Share Purchase Rights, pursuant to the Company’s offer to exchange, for each share of 6.25% Convertible Perpetual Preferred Stock, par value $0.001 per share, 2.3033 shares of Common Stock and $14.50 in cash (the “Exchange Offer”).

In our capacity as U.S. federal income tax counsel, we have reviewed the Registration Statement and such other documents as we have deemed necessary or appropriate for purposes of this opinion. We have assumed that the information as to factual matters set forth in the Registration Statement is correct and complete as of the date hereof.

In our examination of the above-referenced documents, we have assumed the genuineness of all signatures, the authenticity of all documents, certificates and instruments submitted to us as originals and the conformity with the originals of all documents submitted to us as copies.

Based upon and subject to the foregoing, and having regard for such legal considerations as we deem relevant, we are of the opinion that the description of U.S. federal income tax consequences set forth under “Material United States Federal Income Tax Considerations” in the Registration Statement, and subject to the limitations and conditions described therein, is accurate in all material respects and fairly presents the information provided.

The opinion set forth in this letter: (i) is limited to those matters expressly covered and no opinion is to be implied with respect to any other matter; (ii) is as of the date hereof; and (iii) is rendered by us in connection with the preparation and filing of the Registration Statement. We expressly disclaim any responsibility to advise you of any development or circumstance of any kind, including any change of law or fact, that may occur after the date of this opinion letter and that might affect the opinion expressed herein.


BOSTON	JACKSONVILLE	MILWAUKEE	SAN DIEGO	SILICON VALLEY
BRUSSELS	LOS ANGELES	NEW YORK	SAN DIEGO/DEL MAR	TALLAHASSEE
CHICAGO	MADISON	ORLANDO	SAN FRANCISCO	TAMPA
DETROIT	MIAMI	SACRAMENTO	SHANGHAI	TOKYO
				WASHINGTON, D.C.