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                                                                     EXHIBIT 8.1



                          [KIRKLAND & ELLIS LETTERHEAD]




                                   February 20, 1998


TransWestern Holdings L.P.
TWP Capital Corp.
8344 Clairemont Mesa Boulevard
San Diego, CA   92111

               In connection with the offer by TransWestern Holdings L.P. and
TWP Capital Corp. to exchange (the "Exchange Offer") their 11-7/8% Series B
Senior Discount Notes due 2008 (the "Old Discount Notes") for any and all of
their 11-7/8% Series A Senior Discount Notes due 2008 (the "New Discount
Notes"), you have requested an opinion concerning the federal income tax
consequences to those holders exchanging Old Discount Notes for New Discount
Notes pursuant to the Exchange Offer.

               In preparing our opinion, we have examined Amendment No.1 to the
Form S-4 Registration Statement filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Registration
Statement"). In addition, the opinion set forth herein is based on the
applicable provisions of the Internal Revenue Code of 1986, as amended; the
Treasury Regulations promulgated or proposed thereunder; current positions of
the Internal Revenue Service ("the IRS") contained in published revenue rulings,
revenue procedures and announcements; existing judicial decisions; and other
applicable authorities. There can be no assurance that the IRS will not take a
contrary view, and no ruling from the IRS has been or will be sought.
Legislative, judicial or administrative changes or interpretations may be
forthcoming that could alter or modify the statements and conditions set forth
herein. Any such changes or interpretations may or may not be retroactive and
could affect the tax consequences to holders. Certain holders (including
insurance companies, tax-exempt organizations, financial institutions,
broker-dealers, foreign corporations and persons who are not citizens or
residents of the United States) may be subject to special rules not discussed
herein.

               Based on the foregoing, in our opinion, under the law in effect
on the date hereof, the exchange of Old Discount Notes for New Discount Notes
pursuant to the Exchange Offer will not be treated as an "exchange" for federal
income tax purposes because the New Discount Notes will not be considered to
differ materially in kind or extent from the Old Discount Notes. Rather, the New
Discount Notes received by a holder will be treated as a continuation of the Old
Discount




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TransWestern Holdings L.P.
TWP Capital Corp.
February 20, 1998
Page 2



Notes in the hands of such holder. As a result, there will be no federal income
tax consequences to those holders exchanging Old Discount Notes for New Discount
Notes pursuant to the Exchange Offer.

                In conclusion, we should note that, unlike a ruling from the
IRS, opinions of counsel are not binding on the IRS. Hence, no assurance can be
given that the opinion stated in this letter will not be successfully challenged
by the IRS or rejected by a court. We express no opinion concerning any federal
income tax matter other than that discussed herein.


                                Very Truly Yours,

                                /s/ Kirkland & Ellis

                                Kirkland & Ellis