(212) 735-8735



                                                 December 3, 1998



Moto Guzzi Corp.
Two Worlds Fair Drive
Franklin Township
Summerset, New Jersey 08873

                  Re:      North Atlantic Acquisition Corp.
                           Registration Statement on Form S-4
                           ----------------------------------

Ladies and Gentlemen:

                  We have acted as counsel to Moto Guzzi Corp., a Delaware
corporation ("Guzzi Corp.") in connection with the proposed merger (the
"Merger") of Guzzi Corp. with and into North Atlantic Acquisition Corp., a
Delaware corporation ("NAAC"), pursuant to the terms of the Agreement and Plan
of Merger and Reorganization dated August 18, 1998, as amended by the First
Amendment thereto dated December 3, 1998 (the "Merger Agreement") by and among
NAAC, Guzzi Corp., and Trident Rowan Group, Inc., a Maryland corporation
("TRG"), as described in the Registration Statement on Form S-4 filed by NAAC
with the Securities and Exchange Commission on October 2, 1998, as amended (the
"Registration Statement"). This opinion is being rendered pursuant to the
requirements of Form S-4 under the Securities Act of 1933, as amended.
Capitalized terms used in this letter shall have the same meanings as the terms
used in the Registration Statement.

                  In connection with this opinion, we have examined and are
familiar with originals or copies, certified or otherwise identified to our
satisfaction, of (i) the Agreement and Plan of Merger and Reorganization, as
amended, (ii) the Registration Statement, and (iii) such other documents as we
have deemed necessary or appropriate in order to enable us to render the
opinions below. In our examination, we have assumed the genuineness of all
signatures, the legal capacity of all natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified, conformed or photostatic copies,
and the authenticity of the originals of such copies. This opinion is further
subject to the receipt by






Moto Guzzi Corp.
December 3, 1998
Page 2


us, prior to the Effective Date, of certain written representations and
covenants of Guzzi Corp., NAAC, and TRG.

                  Our opinion is based on the Internal Revenue Code of 1986, as
currently in effect, Treasury Regulations proposed or promulgated thereunder,
and judicial decisions, all of which are subject to change either prospectively
or retroactively. Any change in applicable law or in any of the facts or
circumstances described in the Registration Statement, or inaccuracies in any
of the statements or assumptions upon which we have relied, may affect the
conclusions expressed herein. We also note that the tax matters relating to the
transactions described in the Registration Statement are complex and are
subject to varying interpretations. Thus, there can be no assurance that the
Internal Revenue Service will not take a position in conflict with the opinion
we express herein, which position might ultimately be sustained by the courts.

                  Based upon and subject to the foregoing, in our view, the
discussion in the Registration Statement under the heading "Federal Income Tax
Consequences to Guzzi Corp. Shareholders" fairly and accurately reflects our
opinion as to the Federal income tax matters discussed therein.

                  This opinion is furnished to you solely for use in connection
with the Registration Statement. We hereby consent to the filing of this
opinion as an exhibit to the Registration Statement and to the use of our name
under the caption "Federal Income Tax Consequences to Guzzi Corp. Shareholders"
in the Registration Statement.

                                      Very truly yours,



                                      MORRISON COHEN SINGER
                                         & WEINSTEIN, LLP