| | Exhibit 8.1
        
        CLIFFORD
        CHANCE US LLP
        
        31 West
        52nd Street
        New York,
        NY 10019-6131
        
        Tel +1 212
        878 8000
        Fax +1 212
        878 8375
        
        www.cliffordchance.com
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|December 29, 2023
        
        
        VanEck Digital Assets, LLC
        666 Third Avenue, 9th Floor
        New York, New York 10017 | 
|------------------------------------------------------------------------------------------------------------------------------------------- | 



Re: 	VanEck Bitcoin Trust



Dear Intended Recipients:



We have acted as legal counsel to VanEck Digital
Assets, LLC, a Delaware limited liability company (the “Sponsor”), in connection with the preparation filing under
the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Securities
and Exchange Commission promulgated thereunder, of a registration statement on Form S-1 (the “Registration Statement”)
relating to the continuous offering of shares (the “Shares”) representing units of fractional undivided beneficial
interest in and ownership of the VanEck Bitcoin Trust (the “Trust”), a Delaware Statutory Trust governed by the
Second Amended and Restated Trust Agreement dated December 28, 2023 (the “Trust Agreement”), entered into by and between
the Sponsor as sponsor, and Delaware Trust Company, a Delaware trust company, as trustee (the “Trustee”) in its
capacity as a trustee of the Trust. In connection therewith, you have requested our opinion with respect to certain U.S. federal
income tax matters. Capitalized terms not otherwise defined herein shall have the meanings given to them in the Trust Agreement.



In rendering the opinions expressed herein,
we have examined and relied on the Trust Agreement; the Registration Statement; originals or copies, certified or otherwise identified
to our satisfaction, of all such agreements, certificates and other statements of corporate officers and other representatives
of the Sponsor; and such other documents, records and instruments as we have deemed necessary in order to enable us to render the
opinion referred to in this letter.



In our examination of the foregoing documents,
we have assumed, with your consent, that all documents reviewed by us are original documents, or true and accurate copies of original
documents, and have not been subsequently amended; the signatures of each original document are genuine; each party who executed
the document had proper authority and capacity; all representations and statements set forth in such documents are true and correct;
and all obligations









| | CLIFFORD
    CHANCE US LLP
| | --------------------------



imposed by any such documents on the parties
thereto have been or will be performed or satisfied in accordance with their terms.



Our opinions are based upon the Internal Revenue
Code of 1986, as amended (the “Code”), Treasury Regulations promulgated thereunder, pertinent judicial decisions,
current interpretive rulings and pronouncements of the Internal Revenue Service (the “IRS”), and such other authorities
as we have considered relevant, in effect as of the date hereof, all of which are subject to legislative, judicial or administrative
change or differing interpretation, possibly with retroactive effect. Our opinions are not binding on the IRS, and no assurance
can be given that the conclusions expressed herein will not be challenged by the IRS or sustained by a court.



Based upon and subject to the foregoing, (i)
we are of the opinion, although not free from doubt due to the lack of directly governing authority, that the Trust should be classified
as a “grantor trust” for U.S. federal income tax purposes, and (ii) we confirm that the discussion in the Registration
Statement under the caption “United States Federal Income Tax Consequences,” to the extent it consists of statements
of law and legal conclusions, and subject to the limitations and qualifications set forth therein, constitutes our opinion as to
the material U.S. federal income tax consequences that will apply under currently applicable law to the purchase, ownership and
disposition of the Shares.



The opinions stated above represent our conclusions
as to the application of the U.S. federal income tax laws existing as of the date of this letter. Further, the opinions set forth
above represent our conclusions based upon the assumptions, documents, facts and representations referred to above. Any material
amendments to such documents, changes in any significant facts or inaccuracy of such assumptions or representations could affect
the accuracy of our opinions. Although we have made such inquiries and performed such investigations as we have deemed necessary
to fulfill our professional responsibilities as counsel, we have not undertaken an independent investigation of all of the facts
referred to in this letter and the certificates and other statements of corporate officers and other representatives of the Sponsor.



The opinions set forth in this letter are (i)
limited to those matters expressly covered and no opinion is expressed in respect of any other matter, (ii) as of the date hereof,
and (iii) rendered by us at the request of the Sponsor. We assume no obligation to update our opinions for events or changes in
the law occurring after the effective date of the Registration Statement.



We hereby consent to the filing of this opinion
with the Securities and Exchange Commission as an exhibit to the Registration Statement and to the references therein to us. In
giving such consent, we do not hereby admit that we are within the category of persons whose consent is required under









| | CLIFFORD
    CHANCE US LLP
| | --------------------------



Section 7 of the Securities Act, or the rules
and regulations of the Securities and Exchange Commission promulgated thereunder.



Very truly yours,



/s/ Clifford Chance US
LLP