Exhibit 8.1
[LETTERHEAD OF BALLARD SPAHR ANDREWS & INGERSOLL, LLP]
October 31, 2001
Hercules Incorporated
Hercules Plaza
1313 North Market Street
Wilmington, Delaware 19894-0001
Re: Hercules Incorporated
$400,000,000 11 1/8% Senior Notes due 2007
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Dear Sir or Madam:
We have acted as special United States tax counsel for Hercules
Incorporated (the "Company") in connection with the offer to exchange
$400,000,000 aggregate principal amount of the Company's 11 1/8% Senior Notes
due 2007 (the "Exchange Notes"), which are proposed to be registered under the
United States Securities Act of 1933, as amended (the "Securities Act"), for a
like aggregate principal amount of outstanding 11 1/8% Senior Notes due 2007
(the "Exchange Offer").
We are giving this opinion in connection with the Registration Statement
on Form S-4, as amended (the "Registration Statement"), relating to the
registration by the Company of the Exchange Notes to be offered in the Exchange
Offer, filed by the Company with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Act and the rules and regulations of
the Commission promulgated thereunder.
In rendering our opinion, we have examined originals or copies, certified
or otherwise identified to our satisfaction, of such agreements and other
documents as we have deemed relevant and necessary and we have made such
investigations of law as we have deemed appropriate as a basis for the opinion
expressed below. In our examination, we have assumed the authenticity of
original documents, the accuracy of copies and the genuineness of signatures. We
understand and assume that (i) each such agreement represents the valid and
binding obligation of the respective parties thereto, enforceable in accordance
with its respective terms and the entire agreement between the parties with
respect to the subject matter thereof, (ii) the parties to each agreement have
complied, and will comply, with all of their respective covenants, agreements
and undertakings contained therein and (iii) the transactions provided for by
each agreement were and will be carried out in accordance with their terms.
October 31, 2001
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Our opinion is based upon existing United States federal income tax laws,
regulations, administrative pronouncements and judicial decisions. All such
authorities are subject to change, either prospectively or retroactively, and
any such change could affect our opinion.
The opinion set forth herein has no binding effect on the United States
Internal Revenue Service or the courts of the United States. No assurance can be
given that, if the matter were contested, a court would agree with the opinion
set forth herein.
We hereby confirm that the representations as to tax consequences set
forth under the caption "Certain Federal Income Tax Consequences" in the
Registration Statement are accurate. While such description discusses the
material anticipated United States federal income tax consequences applicable to
holders of Exchange Notes, it does not purport to discuss all United States
federal income tax considerations and our opinion is limited to those United
States federal income tax considerations specifically discussed therein.
In giving the foregoing opinion, we express no opinion other than as to
the federal income tax laws of the United States of America.
We are furnishing this letter in our capacity as special United States tax
counsel to the Company. This letter is not to be used, circulated, quoted or
otherwise referred to for any other purpose, except as set forth below.
We hereby consent to the filing of this opinion as Exhibit 8.1 to the
Registration Statement. The issuance of such a consent does not concede that we
are an "expert" for purposes of the Securities Act.
Very truly yours,
/s/ Ballard Spahr Andrews
& Ingersoll, LLP
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