EXHIBIT 8.1


DE BRAUW BLACKSTONE WESTBROEK P.C.
Advocaten Notarissen Belastingadviseurs



650 Fifth Avenue 4th Floor New York NY  10019

Telephone: (212) 259-4100
Facsimile: (212) 259-4111



To  Chicago Bridge & Iron Company N.V.
    Polarisavenue 31
    2132 JH Hoofddorp
    The Netherlands


J.C. Bol - tax adviser
Telephone:  31(20) 577 1693
Facsimile:  31(20) 577 1530
E-mail:     jcbol@dbbw.nl



New York, May 8, 2003
Our ref.:  90094033-l006-1031-SEC tax opinion final 4



Dear Sirs,


                       CHICAGO BRIDGE & IRON COMPANY N.V.

1        INTRODUCTION


         I have acted as Dutch legal adviser (belastingadviseur) to Chicago
         Bridge & Iron Company N.V., with corporate seat in Amsterdam (the
         "COMPANY"), in connection with the registration (the "REGISTRATION") by
         the Company with the United States Securities and Exchange Commission
         (the "SEC") of 1,705,528 ordinary shares in the share capital of the
         Company held by Wedge Engineering B.V. (the "WEDGE SHARES"), of
         5,520,579 ordinary shares in the share capital of the Company held by
         First Reserve Fund VIII, L.P. (the "FRF SHARES"), of 1,000,000 ordinary
         shares in the share capital of the Company to be newly issued by the
         Company to third parties (the "COMPANY SHARES") and of 365,000 ordinary
         shares in the share capital of the Company to be newly issued by the
         Company to Mr. Gerald M. Glenn (the "GLENN SHARES", together with the
         Wedge Shares, the FRF Shares, the Company Shares and the Glenn Shares",
         the "SHARES").


2        DUTCH LAW


         This opinion is limited to Dutch law as applied by the Dutch courts and
         published and in effect on the date of this opinion.


3        SCOPE OF INQUIRY

         For the purpose of this opinion, I have examined the following
         documents:



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Attorneys at law, tax lawyers, candidate civil law notaries. Admitted in The
Netherlands. Not admitted in New York.
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De Brauw Blackstone Westbroek P.C. is the New York Branch of De Brauw Blackstone
Westbroek New York B.V., The Hague, registered with the Trade Register in The
Netherlands under no 27172369.
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DE BRAUW BLACKSTONE WESTBROEK P.C.



3.1    A print of an e-mailed copy of a draft dated May 6, 2003 of an Amendment
       No. 1 to a registration statement on Form S-3 relating to the
       registration, to be filed with the SEC on or about May 8, 2003 (excluding
       the documents incorporated in the registration statement by reference and
       any annexes to it (the "REGISTRATION STATEMENT").


       I have further reviewed such other documents as I have deemed necessary
       to enable me to render this opinion.

       My examination has been limited to the text of the documents and I have
       not investigated the meaning and effect of any document governed by a law
       other than Dutch law under that other law.

4      ASSUMPTIONS

       For the purpose of this opinion, I have made the following assumptions:

4.1.   All copy documents conform to the originals and all originals are genuine
       and complete.

4.2.   All documents, where applicable, are or will be executed in the form
       submitted to and examined by me and referred to herein.

4.3.   Each transaction entered into pursuant to or in connection with the
       documents is at arm's length.

5      OPINION

       Based on the documents referred to and the assumptions in paragraphs 3
       and 4 and subject to any matters not disclosed to me, I am of the
       following opinion:


5.1    The statements contained in the Registration Statement under the heading
       "Dutch Taxation for Non-Resident Shareholders", set forth my opinion as
       to the Dutch tax consequences of acquiring, owning and disposing of the
       Shares.



6      RELIANCE



       This opinion is solely for the purpose of the Registration and may be
       filed with the SEC as an exhibit to the Registration Statement to be
       filed with the SEC on or about May 8, 2003 pertaining to the
       Registration. I hereby consent to the reference to De Brauw Blackstone
       Westbroek P.C., New York, New York, under the heading "Legal Matters" in
       the Registration Statement relating to the Registration to be filed with
       the SEC on or about May 8, 2003 (but I do not admit that I am a person
       whose consent for that filing and reference is required under Section 7
       of the United States Securities Act of 1933, as amended). Otherwise, it
       is not to be transmitted to anyone nor is it to be relied upon for any
       other purpose.



       Yours faithfully,



       /s/ J.C. Bol



       J.C. BOL
       for De Brauw Blackstone Westbroek P.C.