Exhibit 8.1


                    PAUL, WEISS, RIFKIND, WHARTON & GARRISON
                           1285 Avenue of the Americas
                            New York, New York 10019








                                                         November 12, 2002





Buffets, Inc.
1460 Buffet Way
Eagan, MN  55121

                       Registration Statement on Form S-4
                          (Registration No. 333-98301)

Ladies and Gentlemen:

         We have acted as United States federal income tax counsel for Buffets,
Inc., a Minnesota Corporation (the "Company") in connection with the offer to
exchange $230,000,000 aggregate principal amount of new 11-1/4% Senior
Subordinated Notes due 2010 (the "Exchange Notes"), for the same aggregate
principal amount of substantially identical 11-1/4 % Senior Subordinated Notes
due 2010 (the "Initial Notes") that were issued by the Company in an offering
that was exempt from registration under the Securities Act of 1933, as amended
(the "Securities Act").

         We are rendering this opinion in connection with the Registration
Statement on Form S-4 (the "Registration Statement") filed by the Company with
the Securities and Exchange Commission pursuant to the Securities Act, and the
rules and regulations thereunder (the "Rules"). Capitalized terms used and not
otherwise defined herein have the meanings given them in the Registration
Statement.


         In rendering our opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of such agreements and
other documents as we have deemed relevant and necessary and we have made such
investigations of law as we have deemed appropriate as a basis for the opinion
expressed below. In our examination, we have assumed, without independent
verification, (i) the authenticity of original documents, (ii) the accuracy of
copies and the genuineness of signatures, (iii) that each such agreement
represents the entire agreement between the parties with respect to the subject
matter thereof, (iv) the parties to each agreement have complied, and will
comply, with all of their respective covenants,


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agreements and undertakings contained therein and (vi) the transactions provided
for by each agreement were and will be carried out in accordance with their
terms.


         The opinion set forth below is limited to the Internal Revenue Code of
1986, as amended, administrative rulings, judicial decisions, treasury
regulations and other applicable authorities, all as in effect on the date the
Registration Statement becomes effective. The statutory provisions, regulations
and interpretations upon which our opinion is based are subject to change, and
such changes could apply retroactively. Any such change could affect the
continuing validity of the opinion set forth below.


         The opinion set forth herein has no binding effect on the United States
Internal Revenue Service or the courts of the United States. No assurance can be
given that, if the matter were contested, a court would agree with the opinion
set forth herein.

         Based upon and subject to the foregoing, and subject to the
qualifications set forth herein, we hereby confirm that the discussion set forth
in the Registration Statement under the heading "U.S. FEDERAL INCOME TAX
CONSIDERATIONS" is our opinion. Such discussion does not, however, purport to
discuss all United States federal income tax consequences and is limited to
those United States federal income tax consequences specifically discussed
therein and subject to the qualifications set forth therein.

         In giving the foregoing opinion, we express no opinion other than as to
the federal income tax laws of the United States of America.

         Furthermore, in rendering our opinion, we have made no independent
investigation of the facts referred to herein and have relied for the purpose of
rendering this opinion exclusively on those facts that have been provided to us
by you and your agents, which we assume have been, and will continue to be,
true.

         We are furnishing this letter in our capacity as United States federal
income tax counsel to the Company. We assume no responsibility to advise you of
any subsequent changes in existing laws or facts, nor do we assume any
responsibility to update this opinion.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the heading "LEGAL
MATTERS" in the prospectus included in the Registration Statement. In giving
this consent, we do not hereby admit that we come within the category of persons
whose consent is required by the Securities Act or the Rules.

                                    Very truly yours,

                          /s/ PAUL, WEISS, RIFKIND, WHARTON & GARRISON

                          PAUL, WEISS, RIFKIND, WHARTON & GARRISON