Exhibit 5.2

                       [DAVIS POLK & WARDWELL LETTERHEAD]




                                                       October 25, 2002


Tekni-Plex, Inc.
260 Denton Tap Road
Coppell TX 75019

Ladies and Gentlemen:

     We have acted as special tax counsel to Tekni-Plex, Inc., a corporation
incorporated under the laws of the State of Delaware (the "COMPANY"), in
connection with the preparation and filing of the prospectus (the "PROSPECTUS")
contained in amendment no. 1 to the registration statement of the Company on
Form S-4 dated October 25, 2002 (File No. 333-98561) (the "REGISTRATION
STATEMENT"). This opinion is being furnished in accordance with the requirements
of Item 601(b)(8) of Regulation S-K of the Securities Act of 1933, as amended
(the "ACT").

     We have reviewed the discussion contained under the heading "United States
Federal Income Tax Consequences" in the Prospectus. In our opinion, this
discussion is materially accurate, insofar as it relates to United States
federal income tax matters, and subject to the conditions and limitations set
forth therein.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Act.


                                          Very truly yours,

                                          /s/ Davis Polk & Wardwell