EXHIBIT 8.1
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HUNTON & WILLIAMS
951 EAST BYRD STREET
RICHMOND, VA 23219
June 13, 1997
Board of Directors
Tultex Corporation
101 Commonwealth Boulevard
Martinsville, VA 24112
Tultex Corporation--Exchange Offer
Certain Federal Income Tax Matters
Ladies and Gentlemen:
We are acted as counsel to Tultex Corporation (the "Company") in
connection with the preparation of a Registration Statement on Form S-4 (the
"Registration Statement") for the registration under the Securities Act of 1933,
as amended (the "Act"), of (1) $75,000,000 principal amount of its 9 5/8% Senior
Notes due 2007 (the "Exchange Notes), and (2) the Company's Subsidiaries'
related guarantee (the "Guarantees"). The Exchange Notes, and the Guarantees are
to be issued in order to effect the exchange of Exchange Notes for a like
principal amount of the Company's outstanding 9 5/8% Senior Notes due 2007.
We have reviewed copies of (1) the Registration Statement and the
prospectus included therein and (2) such other documents as we have deemed
necessary or appropriate as a basis for the opinion set forth below.
Based on the foregoing, we are of the opinion that the statements and
legal conclusions contained in the Registration Statement under the caption
"Certain United States Federal Income Tax Considerations" are correct and that
the discussion thereunder does not omit any material provision with respect to
the matters covered.
We consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not admit that we are in
the category of persons whose consent is required by Section 7 of the Act or the
rules and regulations promulgated thereunder by the Securities and Exchange
Commission.
Very truly yours,
HUNTON & WILLIAMS