EXHIBIT 8

                        O'SULLIVAN GRAEV & KARABELL, LLP
                              30 ROCKEFELLER PLAZA
                               NEW YORK, NY 10112




                                          November 24, 1999


Berry Plastics Corporation
101 Oakley Street
Evansville, Indiana 47710

                           BERRY PLASTICS CORPORATION
               12 1/4% SERIES C SENIOR SUBORDINATED NOTES DUE 2004

Dear Sirs:

            We have acted as counsel for Berry Plastics Corporation, a Delaware
corporation (the "Company"), in connection with the preparation and filing of
the Registration Statement of the Company on Form S-4, as amended (File No.
333-64599) (the "Registration Statement"), under the Securities Act of 1933, as
amended. All capitalized terms used herein and not otherwise defined herein
shall have the meanings set forth in the Registration Statement.

            In that connection, we have examined originals, or copies certified
or otherwise identified to our satisfaction, of such documents, corporate
records and other instruments as we have deemed necessary for the purposes of
rendering the opinions set forth below. As to certain questions of fact material
to the opinions contained herein, we have relied upon certificates or statements
of officers of the Company and certificates of public officials. In such
examination, we have assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as originals and the conformity to authentic
originals of all documents submitted to us as certified or photostatic copies.

            Based upon and subject to the foregoing, and subject to the
qualifications and limitations set forth therein, we are of the opinion that the
discussion in the Registration Statement entitled "MATERIAL FEDERAL INCOME TAX
CONSIDERATIONS" fairly presents the material Federal income tax considerations
relevant to the exchange of Old Notes for New Notes pursuant to the Exchange
Offer and to the ownership of the New Notes.

            We know that we are referred to under the heading "Legal Matters" in
the Prospectus forming a part of the Registration Statement, and we hereby
consent to such use of our name in said Registration Statement and to the use of
this opinion for filing with said Registration Statement as Exhibit 8 thereto.

                                       Very truly yours,

                                       /s/ O'SULLIVAN GRAEV & KARABELL, LLP