KIRKLAND & ELLIS
PARTNERSHIPS INCLUDING PROFESSIONAL CORPORATIONS
200 East Randolph Drive
Chicago, Illinois 60601
To Call Writer Direct: 312 861-2000 Facsimile:
312 861-2000 312 861-2200
July 15, 1997
Anvil Holdings, Inc.
228 East 45th Street
New York, New York 10017
In connection with Anvil Holdings, Inc.'s offer to exchange its 13%
Series B Senior Exchangeable Preferred Stock due 2009 for any and all of its 13%
Series A Senior Exchangeable Preferred Stock due 2009, you have requested our
opinion concerning certain statements set forth in 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").
Based on the foregoing, in our opinion, under the law in effect on the
date hereof, the statements made in the Registration Statement under the caption
"Certain Federal Income Tax Consequences," insofar as such statements purport to
constitute summaries of matters of United States federal tax law and regulations
or legal conclusions with respect thereto, constitute accurate summaries of the
matters described therein in all material respects.
The opinions set forth herein are 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.
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