EXHIBIT 8

                                December 6, 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 in the Registration Statement. As to certain
questions of fact material to such opinions, 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 and factual assumptions set forth therein, we
confirm that the discussion in the Registration Statement entitled "MATERIAL
FEDERAL INCOME TAX CONSIDERATIONS" constitutes our opinion of 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 letter for filing with said Registration Statement as Exhibit 8 thereto.



                                       Very truly yours,

                                       /s/ O'SULLIVAN GRAEV & KARABELL, LLP