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                                                                     Exhibit 8.2
                             DAVIS POLK & WARDWELL
                              450 Lexington Avenue
                              New York, N.Y. 10017


                                                      August 9, 2001


Re:     QUALIFICATION OF THE MERGER OF KEEPEP INC., A WHOLLY-OWNED SUBSIDIARY OF
        CHEVRON CORPORATION, WITH AND INTO TEXACO INC. AS A TAX-FREE
        REORGANIZATION


Texaco Inc.
2000 Westchester Avenue
White Plains, NY 10650

Ladies and Gentlemen:

        We have acted as counsel for Texaco Inc. (the "COMPANY"), a Delaware
corporation, in connection with (i) the proposed Merger, as defined and
described in the Agreement and Plan of Merger dated as of October 15, 2000, as
amended by Amendment No. 1 thereto dated as of March 30, 2001 (the "MERGER
AGREEMENT") among Chevron Corporation ("PARENT"), a Delaware corporation, Keepep
Inc. ("MERGER SUBSIDIARY"), a Delaware corporation and a newly formed, wholly
owned subsidiary of Parent, and the Company and (ii) the preparation and filing
of the related Registration Statement on Form S-4 (the "REGISTRATION
STATEMENT"), which includes the Proxy Statement/Prospectus (the "PROXY
STATEMENT/PROSPECTUS"), filed with the Securities and Exchange Commission (the
"COMMISSION") under the Securities Act of 1933, as amended (the "SECURITIES
ACT") and the Securities Exchange Act of 1934, as amended.

        In connection with this opinion, we have examined the Merger Agreement,
the Proxy Statement/Prospectus (as such Proxy Statement/Prospectus has been
amended through the date hereof) and the representation letters of Parent and
the Company to us dated August 9, 2001 and delivered to us for purposes of our
opinion (the "REPRESENTATION LETTERS"). For purposes of this opinion, we have
assumed that (i) in all respects relevant to this opinion, the Merger will be
consummated in the manner described in the Merger Agreement and the Proxy
Statement/Prospectus (as such Proxy Statement/Prospectus has been amended
through the date hereof) and none of the terms or conditions contained therein
have been or will be modified in any respect relevant to this opinion and (ii)
the representations and covenants made to us by Parent and the Company in the
Representation Letters are accurate and complete. The opinion expressed herein



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is based upon existing statutory, regulatory and judicial authority and
administrative rulings, any of which may be changed at any time with retroactive
effect. In addition, our opinion is based solely on the documents that we have
examined, the additional information that we have obtained, and the statements
contained in the Representation Letters, which we have assumed will be true as
of the effective time of the Merger. Our opinion cannot be relied upon if any of
the facts pertinent to the U.S. federal income tax treatment of the Merger
stated in such documents or in such additional information is, or later becomes,
inaccurate, or if any of the statements contained in the Representation Letters
are, or later become, inaccurate.

        Based upon the foregoing, in our opinion, the Merger will be treated for
Federal income tax purposes as a reorganization within the meaning of Section
368(a) of the Internal Revenue Code of 1986, as amended (the "CODE") and,
accordingly, for U.S. federal income tax purposes:

                (i) holders of shares of Parent stock will not recognize any
        gain or loss as a result of the Merger;

                (ii) holders of shares of Company stock will not recognize any
        gain or loss as a result of the exchange of their shares of Company
        stock for shares of Parent common stock, except in respect of cash
        received instead of fractional shares of Parent common stock, and will
        have a tax basis in the Parent common stock received in the merger equal
        to the tax basis of the Company stock surrendered in the Merger, less
        any tax basis of the Company stock surrendered that is allocable to
        fractional shares of Parent common stock for which cash is received;

                (iii) a holder of Company stock surrendered in the Merger who
        holds such stock as a capital asset within the meaning of Section 1221
        of the Code will have a holding period with respect to the Parent common
        stock received in the Merger that includes the holding period of such
        Company stock;

                (iv) to the extent a holder of Company stock receives cash
        instead of a fractional share of Parent common stock, the holder will be
        required to recognize gain or loss, measured by the difference between
        the amount of cash received and the portion of the tax basis of the
        holder's shares of Company stock allocable to the fractional share,
        which gain or loss will be capital gain or loss if the holder of Company
        stock holds such stock as a capital asset within the meaning of Section
        1221 of the Code and will be long-term capital gain or loss if the
        Company stock exchanged for the fractional share was held continuously
        for more than one year at the effective time of the Merger; and



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Texaco Inc.                          3                            August 9, 2001


                (v) none of Parent, Company or Merger Subsidiary will recognize
        gain or loss as a result of the Merger.

        The preceding are the material U.S. federal income tax consequences of
the Merger. However, our opinion does not address U.S. federal income tax
consequences which may vary with, or are contingent upon, a shareholder's
individual circumstances. In addition, our opinion does not address any
non-income tax or any foreign, state or local tax consequences of the Merger.

        In accordance with the requirements of Item 601(b)(23) of Regulation S-K
under the Securities Act, we hereby consent to the discussion of this opinion in
the Proxy Statement/Prospectus, to the filing of this opinion as an exhibit to
the Registration Statement and to the reference to our firm under the headings
"The Merger--Material Federal Income Tax Consequences of the Merger" and "Legal
Matters" in the Proxy Statement/Prospectus. 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 or the rules and regulations of the
Commission thereunder.

        This opinion is being provided to you solely in connection with the
Registration Statement and may not be relied upon, circulated, quoted or
otherwise referred to for any other purpose.

                                       Very truly yours,


                                       /s/ Davis Polk & Wardwell