Exhibit 8
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August 12, 1999
Hanger Orthopedic Group, Inc.
7700 Old Georgetown Road
Bethesda, Maryland 20814
Re: Form S-4 Registration Statement
Relating to 11 1/4% Senior
Subordinated Notes due 2009
Exchange Offer
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Ladies and Gentlemen:
We have acted as counsel to Hanger Orthopedic Group, Inc., a Delaware
corporation (the "Company"), in connection with the filing by the Company with
the Securities and Exchange Commission (the "Commission") on August 12, 1999 of
a Registration Statement on Form S-4 (the "Registration Statement") under the
Securities Act of 1933 (the "Securities Act"), relating to the proposed
issuance, in exchange for $150,000,000 aggregate principal amount of the
Company's outstanding, unregistered 11 1/4% Senior Subordinated Notes due 2009
(the "Unregistered Notes"), of $150,000,000 aggregate principal amount of the
Company's registered 11 1/4% Senior Subordinated Notes due 2009 (the
"Registered Notes"). The Registered Notes are to be issued pursuant to an
Indenture dated as of June 16, 1999 (the "Indenture") among the Company, its
subsidiaries and U.S. Bank Trust National Association, as trustee (the
"Trustee"). Capitalized terms used herein and not defined have the meanings
ascribed thereto in the Indenture.
We hereby confirm that the statements set forth in Prospectus forming a
part of the Registration Statement under the caption "Certain United States
Federal Income Tax Consequences" accurately describe the material federal income
tax consequences to the holders of the Registered Notes issued pursuant to the
Prospectus.
This firm hereby consents to the reference to it under the heading
"Legal Matters" in the Prospectus and to the use of this opinion for filing as
Exhibit 8 to the Registration Statement.
Very truly yours,
Freedman, Levy, Kroll & Simonds