EXHIBIT 8.1

                                                                 212-859-8177
                                                             (FAX: 212-859-8588)


March 10, 1995

Salick Health Care, Inc.
8201 Beverly Boulevard
Los Angeles, California 90048

Dear Sirs:

     We are acting as special counsel to Salick Health Care, Inc., a Delaware 
corporation (the "Company") in connection with the Proxy Statement/Prospectus 
(the "Prospectus") included in the registration statement (the "Registration 
Statement") on Form S-4 under the Securities Act of 1933, filed with the 
Securities and Exchange Commission in March 1995 with respect to the Merger 
among the Company, Zeneca Limited, an English company, and Atkemix Thirty-nine 
Inc., a Delaware corporation. All capitalized terms used herein that are defined
in the Prospectus have the meanings assigned to such terms therein.

     We hereby confirm that the portions of the section of the Prospectus 
captioned "MERGER PROPOSAL-Certain Federal Income Tax Consequences" which refer 
to Fried, Frank, Harris, Shriver & Jacobson, based on the assumptions and 
subject to the qualifications and limitations set forth therein, reflect our 
opinion regarding the material United States federal income tax consequences, 
under currently applicable law, of the Merger as well as of the ownership of the
Special Common Stock, to the holders of Shares who are United States citizens or


 
Salick Health Care, Inc.               -2-                        March 10, 1995


resident individuals and who hold such Shares as capital assets and will hold 
the Special Common Stock as a capital asset.

     We hereby consent to the filing of this opinion as an exhibit to the 
Registration Statement and any amendments thereto and to the reference to this 
firm under the caption "MERGER PROPOSAL-Certain Federal Income Tax 
Consequences." In giving such consent, we do not thereby admit that we are in 
the category of such persons whose consent is required under Section 7 of the 
Securities Act of 1933, as amended.

     The opinions expressed herein are solely for your benefit and may not be 
relied upon in any manner or for any purpose except as specifically provided for
herein.

                                      Very truly yours,

                                      FRIED, FRANK, HARRIS, SHRIVER & JACOBSON

                                      By:  /s/ PETER v.Z.COBB
                                         --------------------------------------
                                               Peter v.Z. Cobb