Exhibit 8.1
KIRKLAND & ELLIS
PARTNERSHIPS INCLUDING PROFESSIONAL CORPORATIONS
200 East Randolph Drive
Chicago, Illinois 60601
To Call Writer Directly: (312) 861-2000 Facsimile:
(312) 861-2000 (312) 861-2200
October 29, 1999
J.L. French Automotive Castings, Inc.
3101 S. Taylor
P.O. Box 1024
Sheboyghan, WI 53082
Re: J.L. French Automotive Castings, Inc.
Registration Statement on Form S-4
Registration No. 333-84903
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Ladies and Gentlemen:
We are issuing this opinion letter in our capacity as special
legal counsel to J.L. French Automotive Castings, Inc., a Delaware corporation
(the "Issuer"), in connection with the proposed offer by the Issuer (the
"Exchange Offer") of up to $175,000,000 in aggregate principal amount of the
Issuer's 11 1/2% Series B Senior Subordinated Notes due 2009 (the "Exchange
Notes") in exchange for and in replacement of the Issuer's outstanding 11 1/2%
Senior Subordinated Notes due 2009 (the "Old Notes"), pursuant to a Registration
Statement on Form S-4 (Registration No. 333-84903) originally filed with the
Securities and Exchange Commission (the "Commission") on August 10, 1999, under
the Securities Act of 1933, as amended (the "Act") (such Registration Statement,
as amended or supplemented, is hereinafter referred to as the "Registration
Statement").
You have requested our opinion as to certain United States
federal income tax consequences of the Exchange Offer. In preparing our opinion,
we have reviewed and relied upon the Issuer's Registration Statement and such
other documents as we have deemed necessary.
J.L. French Automotive Castings, Inc.
October 29, 1999
Page 2
On the basis of the foregoing, it is our opinion that the
exchange of the Old Notes for the Exchange Notes pursuant to the Exchange Offer
will not be treated as a taxable "exchange" for United States federal income tax
purposes because the Exchange Notes do not differ materially in kind or
extent from the Old Notes. The Exchange Notes received by a holder of Old
Notes will be treated as a continuation of the Old Notes in the hands of such
holder and, as a result, there will be no federal income tax consequences to
such holder as a result of such holder's exchange of Old Notes for Exchange
Notes.
The opinion set forth above is based upon 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. No tax ruling has been sought from the IRS with respect
to any of the matters discussed herein. Unlike a ruling from the IRS, an opinion
of counsel is 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
by a court. We express no opinion concerning any tax consequences of the
Exchange Offer except as expressly set forth above.
We hereby consent to the filing of this opinion as Exhibit 8.1
to the Registration Statement. We also consent to the reference to our firm
under the heading "United States Federal Income Tax Consequences." In giving
this consent, we do not hereby admit that we are in the category of persons
whose consent is required under Section 7 of the Act or the rules and
regulations of the Commission promulgated thereunder.
Sincerely,
/s/ KIRKLAND & ELLIS
Kirkland & Ellis