EXHIBIT 8.1
__________________, 1999
Huntsman ICI Chemicals LLC
500 Huntsman Way
Salt Lake City, Utah 84108
Gentlemen:
In connection with the filing of the Registration Statement on Form S-
4 (the "Registration Statement"), you have asked us to address the anticipated
material U.S. federal income tax consequences of the exchange of $600,000,000 10
1/8% Senior Subordinated Notes due 2009 and (U)200,000,000 10 1/8% Senior
Subordinated Notes due 2009 (the "Old Notes") for new notes (the "New Notes")
that are identical to the Old Notes in all material respects except that they
(i) are registered under the Securities Act of 1933 (the "Securities Act"), (ii)
will not contain certain transfer restrictions and registration rights of the
Old Notes, and (iii) will not contain provi sions relating to the payment of
liquidated damages to holders of the Old Notes under circumstances relating to
the timing of an exchange offer. More particularly, you have requested our
opinion regarding the material U.S. federal income tax consequences under the
heading "MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES" in the Registration
Statement filed on the date hereof with the Securities and Exchange Commission
(the "Commission") under the Securities Act. This opinion is delivered in
accordance with the requirements of Item 601(b)(8) of Regulation S-K under the
Securities Act.
In rendering our opinion, we have reviewed the Registration Statement
and such other materials as we have deemed necessary or appropriate as a basis
for our opinion. In addition, we have considered the applicable provisions of
the Internal Revenue Code of 1986, as amended (the "Code"), Treasury regulations
promulgated thereunder by the U.S. Department of Treasury (the "Regulations"),
pertinent judicial authorities, rulings of the Internal Revenue Service (the
"IRS"), and such other authorities as we have considered relevant, in each case
as in effect on the date hereof. It should be noted that such Code, Regulations,
judicial decisions, administrative interpretations and other authorities are
subject to change at any time, perhaps with
Huntsman ICI Chemicals LLC
________________, 1999
Page 2
retroactive effect. A material change in any of the materials or authorities
upon which our opinion is based could affect our conclusions stated herein.
Based upon the foregoing, subject to the qualifications set forth
herein, the exchange of the Old Notes for the New Notes pursuant to the exchange
offer described in the Registration Statement will be disregarded for U.S.
federal income tax purposes, and, therefore, will not be a taxable event for the
holders.
This opinion is being furnished in connection with the Registration
Statement. This opinion is expressed as of the date hereof, and we disclaim any
undertaking to advise you of any subsequent changes of the facts stated or
assumed herein or any subsequent changes in applicable law. This opinion is for
your benefit and is not to be used, circulated, quoted or otherwise referred to
for any purpose, except that you may refer to this opinion in the Registration
Statement. Investors should consult their tax advisors as to the particular tax
consequences to them of exchanging Old Notes for New Notes and acquiring,
holding or otherwise disposing of New Notes, including the effect and the
applicability of state, local or foreign tax laws. Any variation or difference
in any fact from those set forth or assumed either herein or in the Registration
Statement may affect the conclusions stated herein. In addition, there can be no
assurance that the IRS will not assert contrary positions.
In accordance with the requirements of Item 601(b)(23) of Regulation
S-K under the Securities Act, we hereby consent to the filing of this opinion as
an Exhibit to the Registration Statement. In giving this consent, we do not
admit that we come within the category of persons whose consent is required
under Section 7 of the Securities Act or the rules and regulations of the
Commission thereunder.
Very truly yours,