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                                                                     Exhibit 8.1

                      [Letterhead of Covington & Burling]







                                                                  April 19, 2001



Calpine Corporation
50 West San Fernando Street
San Jose, CA 95113

Calpine Canada Energy Finance ULC
Suite 800, Purdy's Wharf, Tower 1
1959 Upper Water Street
P.O. Box 997
Halifax, Nova Scotia B3J 3N2



Ladies and Gentlemen:

     We have acted as your United States tax counsel in connection with the
registration under the Securities Act of 1933, as amended (the "Act"), pursuant
to the Registration Statement on Form S-3 (File No. 333-57338) (the
"Registration Statement") filed with the Securities and Exchange Commission on
March 21, 2001, as amended on April 19, 2001, with respect to $1,500,000,000 in
aggregate principal amount of the debt securities (the "Securities") of Calpine
Canada Energy Finance ULC (the "Company"), and associated guarantees issued by
Calpine Corporation with respect to such Securities, to be issued pursuant to
the Prospectus Supplement to be dated April 19, 2001, and the related
Prospectus to be dated April 19, 2001, each to be filed with the Securities and
Exchange Commission pursuant to Rule 424(a) under the Act ("the Prospectus and
related Prospectus Supplement").

     We have reviewed such corporate records, certificates and other
documents, and such questions of law, as we have considered necessary or
appropriate for the purposes of this opinion. We have assumed that all
signatures are genuine, that all documents submitted to us as originals are
authentic and that all copies of documents submitted to us conform to the
originals.

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Calpine Corporation
Calpine Canada Energy Finance ULC
April 19, 2001
Page 2


     Based upon and subject to the foregoing, the statements in, respectively,
the Prospectus and the related Prospectus Supplement under the captions "Certain
United States Federal Income Tax Consequences--Taxation of Debt Securities" and
"Certain United States Federal Income Tax Considerations--Taxation of Debt
Securities" represent our opinion of the United States federal income tax law
matters referred to therein and such statements are (subject to the
qualifications and other matters stated therein) accurate with respect to the
Securities in all material respects.

     The foregoing opinion is based on the Internal Revenue Code of 1986, as
amended, Treasury Regulations promulgated thereunder, Internal Revenue Service
rulings and pronouncements, and judicial decisions now in effect, any of which
may be changed at any time with retroactive effect.

     We are members of the bar of the State of New York. We do not express any
opinion on any matters other than the United States federal income tax law
matters specifically referred to herein.

     We hereby consent to the filing of this opinion as Exhibit 8.1 to the
Registration Statement. In giving such consent, we do not hereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Act.

                                         Very truly yours,


                                         /s/ COVINGTON & BURLING