Exhibit 8.1
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
FAX: (212) 310-8007
October 18, 2001
ISP Chemco Inc.
300 Delaware Avenue, Suite 303
Wilmington, Delaware 19801
ISP Chemicals Inc.
Route 95 Industrial Area, P.O. Box 37
Calvert City, Kentucky 42029
ISP Minerals Inc.
34 Charles Street
Hagerstown, Maryland 21740
ISP Technologies Inc.
4501 Attwater Avenue and State Highway 146
Texas City, Texas 77590
Re: OFFER TO EXCHANGE ALL OUTSTANDING ORIGINAL 101/4% SERIES A
SENIOR SUBORDINATED NOTES DUE 2011 FOR REGISTERED 101/4% SERIES B
SENIOR SUBORDINATED NOTES DUE 2011
Ladies and Gentlemen:
We have acted as counsel to ISP Chemco Inc., a Delaware
corporation, ISP Chemicals Inc., a Delaware corporation, ISP Minerals Inc., a
Delaware corporation and ISP Technologies Inc., a Delaware corporation
(collectively, the "Issuers"), in connection with (i) the issuance and sale by
the Issuers of $305,000,000 aggregate principal amount of their Original 101/4%
Series A Senior Subordinated Notes due 2011 (the "Old Notes") issued pursuant to
an Indenture, dated as of June 27, 2001 among the Issuers, the guarantors party
thereto and Wilmington Trust Company, as Trustee and (ii) the preparation and
filing with the Securities and Exchange Commission of the Issuers' Registration
Statement on Form S-4, Registration No. 333-70144 (as amended, the "Registration
Statement"), under the Securities Act of 1933, as amended, pursuant to the
ISP Chemco Inc..
ISP Chemicals Inc.
ISP Minerals Inc.
ISP Technologies Inc.
October 18, 2001
offer by the Issuers to exchange the Old Notes for Registered 101/4% Series B
Senior Subordinated Notes due 2011 (the "Exchange Offer").
In so acting, we have examined originals or copies, certified
or otherwise identified to our satisfaction, of the Registration Statement,
including the prospectus which is a part thereof (the "Prospectus"), and such
corporate records, agreements, documents and other instruments (the
aforementioned documents together, the "Documents"), and have made such
inquiries of such officers and representatives, as we have deemed relevant and
necessary as a basis for the opinion hereinafter set forth. In such examination,
we have assumed the authenticity of all documents submitted to us as originals,
the conformity to original documents of all documents submitted to us as
certified or photostatic copies, the authenticity of the originals of such
latter documents, the genuineness of all signatures, and the correctness of all
factual representations made therein. (The terms of the Documents are
incorporated herein by reference.) We have further assumed that the final
executed Documents will be substantially the same as those which we have
reviewed and that there are no agreements or understandings between or among the
parties to the Documents with respect to the transactions contemplated therein
other than those contained in the Documents.
Based on the foregoing, subject to the next succeeding
paragraph, and assuming full compliance with all the terms of the Documents, the
discussion included in the Prospectus under the caption "Federal Income Tax
Considerations," insofar as it constitutes statements of law or legal
conclusions and except to the extent qualified therein, accurately describes in
all material respects the United States federal income tax consequences of the
Exchange Offer to the holders of the Old Notes.
The foregoing opinion is based on current provisions of the
Internal Revenue Code of 1986, as amended, the Treasury Regulations promulgated
thereunder, published pronouncements of the Internal Revenue Service, and case
law, any of which may be changed at any time with retroactive effect. No opinion
is expressed on any matters other than those specifically covered by the
foregoing opinion.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement.
Very truly yours,
/s/ Weil, Gotshal & Manges LLP
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Weil, Gotshal & Manges LLP
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