EXHIBIT 8.1


                   [LETTERHEAD OF RITCHIE & REDIKER, L.L.C.]


                               October 20, 1999


Board of Directors
Citation Corporation
2 Office Park Circle
Suite 204
Birmingham, Alabama 35223

Gentlemen:

     You have requested our opinion regarding the material United States federal
income tax consequences of the proposed merger and recapitalization (the
"Merger") by and between Citation Corporation ("Citation") and RSJ Acquisition
Co. ("Mergerco"), pursuant to which the stockholders of Citation will be
entitled either to receive $17.00 in cash or to retain one share of common stock
of Citation after the merger in respect of each share of Citation common stock
held as of the effective time of the merger. In connection with this opinion, we
have examined such documents and factual information as we have considered
appropriate, including the Agreement and Plan of Merger and Recapitalization,
dated as of June 24, 1999, as amended, between Mergerco and Citation (the
"Agreement"), the Registration Statement on Form S-4 filed by Citation with the
Securities and Exchange Commission and Post-Effective Amendment No. 1 to the
Registration Statement on Form S-4 (Commission File No. 333-86763) (the
"Registration Statements").

     In connection with this opinion, with your consent, we have assumed or
obtained representations (and are relying thereon, without any independent
investigation or review thereof) that: (a) original documents (including
signatures) are authentic, documents submitted to us as copies conform to the
original documents, and there has been (or will be by the effective date of the
Merger) due execution and delivery of all documents where due execution and
delivery are prerequisites to effectiveness thereof; (b) the Merger will be
effective under the laws of the State of Delaware; and (c) the facts described
in the Registration Statements are correct and complete as of the date hereof
and will be correct and complete as of the effective date of the Merger.
Capitalized terms not defined herein shall have the meaning ascribed to such
terms in the Registration Statements.

     Subject to the assumptions set forth above and the assumptions and
qualifications set forth in the discussion in the Registration Statements under
the heading "The Merger and Recapitalization--Federal Income Tax Consequences,"
we hereby confirm that the discussion under the heading "The Merger--Federal
Income Tax Consequences" constitutes our opinion regarding the material United
States federal income tax consequences of the Merger generally applicable to a
stockholder of Citation. This opinion is limited to the tax matters specifically
covered herein, and we have not been asked to address, nor have we addressed,
any other tax consequences of the Merger. The opinion is based on current
authorities and upon facts and assumptions as of the date of this opinion. This
opinion is subject to change in the event of a change in the applicable law or
change in the interpretation of such law by the courts, the Treasury Department
or by the Internal Revenue Service, or a change in any of the facts and
assumptions upon which it is based, which changes could be retroactive with
respect to transactions prior to the date of such changes. Any such changes
could significantly modify the statements and opinions expressed herein. This
opinion represents counsel's best legal judgment, and has no binding effect or
official status, so that no assurance can be given that the positions set forth
above will be sustained by a court, if contested. In addition, if any of the
facts or assumptions upon which this opinion is based were to change, this
opinion would no longer have any force or effect.

     We hereby consent to the filing of this opinion as Exhibit 8.1 to the
Registration Statements and to the use of our name under the captions "The
Merger and Recapitalization--Federal Income Tax Consequences," "Summary--Federal
income Tax Consequences," and "Legal Matters" in the proxy statement/prospectus
included as Part I to the Registration Statements.

                                    Very truly yours,

                                    /s/  Ritchie & Rediker, L.L.C.

                                    RITCHIE & REDIKER, L.L.C.