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                                                                 EXHIBIT 8



                                  Stroock & Stroock & Lavan LLP
                                         180 Maiden Lane
                                        New York, NY 10038


July 24, 1997


Interpool, Inc.
211 College Road East
Princeton, New Jersey 08540

Re:  Interpool Inc.
     Interpool Capital Trust
     Registration Statement on Form S-4 (File No. 333-27865)


Ladies and Gentlemen:

We have acted as special tax counsel for Interpool Inc. ("Interpool") and
Interpool Capital Trust (the "Trust") in connection with the offer to exchange
up to $75,000,000 aggregate liquidation amount of the Trust's 9 7/8% Series B
Capital Securities which are being registered under the Securities Act of 1933,
as amended, for a like aggregate liquidation amount of the Trust's outstanding 9
7/8% Series A Capital Securities. Capitalized terms used but not defined herein
have the meanings as provided in the prospectus (the "Prospectus") that is part
of Amendment No. 1 to the Registration Statement (the "Registration Statement")
on Form S-4 filed by Interpool and the Trust with the Securities and Exchange
Commission on July 25, 1997.

We have examined and are familiar with originals or copies, certified or
otherwise identified to our satisfaction, of (i) the Registration Statement,
(ii) the Amended and Restated Declaration of Trust dated as of January 27, 1997
(the "Trust Agreement"), (iii) the Indenture, and (iv) the Guarantee. We have
also examined such other documents and satisfied ourselves as to such other
matters as we have deemed necessary in order to render this opinion. For
purposes of the opinion, we have assumed that the Trust Agreement, the
Indenture, the Guarantee, and any other operative documents executed in
connection with the Exchange Offer are valid under relevant state laws, that the
Trust is properly formed and organized in accordance with the laws of the State
of Delaware, and that the Regular Trustees will conduct the affairs of the Trust
in accordance with the Trust Agreement.

Based on the foregoing and subject to the qualifications hereinafter expressed,
the discussion of the federal income tax consequences contained in the
Prospectus under the caption "Certain Federal Income Tax Considerations," as
qualified therein, to the extent that it addresses matters of law or constitutes
legal conclusions, accurately describes, in general terms, our opinion of the 
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Interpool, Inc.
July 24, 1997
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material federal income tax consequences of the purchase, ownership and
disposition of Capital Securities.

The opinion expressed above is based on existing provisions of the Internal
Revenue Code of 1986, as amended (the "Code"), existing Treasury regulations,
published interpretations of the Code and such Treasury regulations by the
Internal Revenue Service, and existing court decisions, any of which could be
changed at any time. Any such changes may or may not be retroactively applied.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, to the references to us in the Prospectus and to the
filing of this opinion as an exhibit to any application made by or on behalf of
the Company or any dealer in connection with the registration of the Series B
Capital Securities under the securities or blue sky laws of any state or
jurisdiction. In giving such permission, we do not admit hereby that we come
within the category of persons whose consent is required under Section 7 of the
Securities Act of 1933 or the General Rules and Regulations of the Securities
and Exchange Commission thereunder.

Very truly yours,



/s/ Stroock & Stroock & Lavan LLP
Stroock & Stroock & Lavan LLP