BPC Holding Corporation
101 Oakley Street
Evansville, Indiana 47710
Page




December 22, 1998
Berry Plastics Corporation
101 Oakley Street
Evansville, Indiana 47710
                        Berry Plastics Corporation
           12 {1}/4% SERIES C SENIOR SUBORDINATED NOTES DUE 2004
Dear Sirs:
We have acted as counsel for Berry Plastics Corporation, a Delaware
corporation (the "Company"), in connection with the preparation and filing
of the Registration Statement of the Company on Form S-4, as amended (File
No. 333-64599) (the "Registration Statement"), under the Securities Act of
1933, as amended.  All capitalized terms used herein and not otherwise
defined herein shall have the meanings set forth in the Registration
Statement.
In that connection, we have examined originals, or copies certified or
otherwise identified to our satisfaction, of such documents, corporate
records and other instruments as we have deemed necessary for the purposes
of rendering the opinions set forth below.  As to certain questions of fact
material to the opinions contained herein, we have relied upon certificates
or statements of officers of the Company and certificates of public
officials.  In such examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals
and the conformity to authentic originals of all documents submitted to us
as certified or photostatic copies.
Based upon and subject to the foregoing, and subject to the qualifications
and limitations set forth therein, we are of the opinion that the
discussion in the Registration Statement entitled "MATERIAL FEDERAL INCOME
TAX CONSIDERATIONS" fairly presents the material Federal income tax
considerations relevant to the exchange of Old Notes for New Notes pursuant
to the Exchange Offer and to the ownership of the New Notes.
We know that we are referred to under the heading "Legal Matters" in the
Prospectus forming a part of the Registration Statement, and we hereby
consent to such use of our name in said Registration Statement and to the
use of this opinion for filing with said Registration Statement as Exhibit
8 thereto.
Very truly yours,

/s/ O'Sullivan Graev & Karabell, LLP