Exhibit 8.2

                           [KLEHR, HARRISON, HARVEY,
                       BRANZBURG & ELLERS LLP LETTERHEAD]

                                August 31, 2005

Electronics Boutique Holdings Corp.
931 South Matlack Street
West Chester, PA  19382

      RE:   AGREEMENT AND PLAN OF MERGER DATED AS OF APRIL 17, 2005

Ladies and Gentlemen:

      We have acted as counsel to Electronics Boutique Holdings Corp., a
Delaware corporation (the "Company"), in connection with (i) the preparation and
execution of the Agreement and Plan of Merger (the "Merger Agreement"), entered
into as of April 17, 2005, by and among the Company, GameStop Corp., a Delaware
corporation ("Game Stop"), GameStop, Inc., a Minnesota corporation, GSC Holdings
Corp., a Delaware corporation and wholly owned subsidiary of GameStop, Inc.
("Holdco"), Cowboy Subsidiary LLC, a Delaware limited liability company and
wholly-owned subsidiary of Holdco, and Eagle Subsidiary LLC, a Delaware limited
liability company and wholly-owned subsidiary of Holdco and (ii) the preparation
and filing of the Proxy Statement/Prospectus (the "Proxy Statement/Prospectus")
included in the Registration Statement on form S-4 (the "Registration
Statement"), filed with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933 (the "Securities Act") and the
Securities Exchange Act of 1934, as amended. Unless otherwise indicated, each
capitalized term used herein has the meaning ascribed to it in the Merger
Agreement.

      In connection with this opinion, we have examined the Merger Agreement,
the Proxy Statement/Prospectus and such other documents and corporate records as
we have deemed necessary or appropriate in order to enable us to render the
opinion below. For purposes of this opinion, we have assumed (i) the validity
and accuracy of the documents and corporate records that we have examined, and
the facts and representations concerning the Mergers that have come to our
attention during our engagement, (ii) the validity and accuracy of the
representations and covenants made to us in the certificate of officers of the
Company, Gamestop and Holdco (the "Representation Letters"), (iii) that the
Mergers will be consummated in the manner described in the Merger Agreement and
the Proxy Statement/Prospectus, (iv) that the parties to the Merger Agreement
will complete all actions as represented in the Representation Letters or as
agreed to in the Merger Agreement that are to be completed after the Closing
Date, and (v) that there are no other agreements relating to the Mergers other
than the Merger Agreement and documents incorporated therein by reference.


Electronics Boutique Holdings Corp.
August 31, 2005
Page 2


      In our opinion, subject to the assumptions set forth herein and the
assumptions and qualifications set forth in the Proxy Statement/Prospectus, the
discussion set forth in the Proxy Statement/Prospectus under the heading "THE
MERGER - Material United States Federal Income Tax Consequences" to the extent
that such discussion relates to matters of United States federal income tax law,
is accurate in all material respects.

      Our opinion does not address U.S. federal income tax consequences which
may vary with, or are contingent upon, a stockholder's individual circumstances.
In addition, our opinion does not address any non-income tax or any foreign,
state or local tax consequences of the Mergers.

      This opinion is delivered in accordance with the requirements of Item
601(b)(8) of Regulation S-K under the Securities Act. In rendering our opinion,
we have considered the applicable provisions of the Code, Treasury Department
regulations promulgated thereunder, pertinent judicial authorities, interpretive
rulings of the IRS and such other authorities as we have considered relevant. It
should be noted that statutes, regulations, judicial decisions and
administrative interpretations are subject to change at any time (possibly with
retroactive effect). A change in the authorities or the accuracy or completeness
of any of the information, documents, corporate records, covenants, statements,
representations or assumptions on which our opinion is based could affect our
conclusions. This opinion is expressed as of the date hereof, and we are under
no obligation to supplement or revise our opinion to reflect any changes
(including changes that have retroactive effect) in (i) applicable law or (ii)
any information, document, corporate record, covenant, statement, representation
or assumption stated herein which becomes untrue or incorrect.

      This opinion has been prepared for you in connection with the Mergers. The
use of this opinion is limited to the Company and its stockholders. It may not
be relied upon, assigned, quoted, or otherwise used in any manner or for any
purpose by any other person or entity without our prior written consent. In
accordance with the requirements of Item 601(b)(23) of Regulation S-K under the
Securities Act, we hereby consent to the discussion of this opinion in the Proxy
Statement/Prospectus and to the filing of this opinion as an exhibit to the
Proxy Statement/Prospectus. 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 Securities Act or the rules and regulations of the Commission thereunder.

                                      Very truly yours,



                                      /s/ KLEHR, HARRISON, HARVEY,
                                          BRANZBURG & ELLERS LLP


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