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 23, 1997
Anvil Holdings, Inc.
228 East 45th Street
New York, New York 10017
In connection with Anvil Holdings, Inc.'s offer to exchange (the
"Preferred Exchange Offer") its 13% Series B Senior Exchangeable Preferred Stock
due 2009 (the "Old Senior Preferred Stock") for any and all of its 13% Series A
Senior Exchangeable Preferred Stock due 2009 (the "New Senior Preferred Stock"),
you have requested certain opinions concerning the federal tax consequences to
those holders exchanging Old Senior Preferred Stock for New Senior Preferred
Stock pursuant to of the Preferred Exchange Offer.
In preparing our opinions, 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 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. 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 Senior Preferred Stock for New Senior
Preferred Stock pursuant to the Preferred Exchange Offer will not be treated as
an "exchange" for federal income tax purposes because the New Senior Preferred
Anvil Holdings, Inc.
July 23, 1997
Page 2
Stock will not be considered to differ materially in kind or extent from the
Old Senior Preferred Stock. Rather, the New Senior Preferred Stock received
by a holder will be treated as a continuation of the Old Senior Preferred
Stock in the hands of such holder. As a result, there will be no federal
income tax consequences to the holder exchanging Old Senior Preferred Stock
for New Senior Preferred Stock pursuant to the Preferred 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 opinions 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
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Kirkland & Ellis