1
 
   
                                  EXHIBIT 8.1
                        [LETTERHEAD OF KING & SPAULDING]
    
 
   
                                                                    May 12, 1999
    
 
Generac Portable Products, Inc.
1 Generac Way
Jefferson, Wisconsin 53549
 
     Re: Registration Statement on Form S-4 of Generac Portable Products, Inc.,
         Generac Portable Products, LLC, and GPPW, Inc.
 
Ladies and Gentlemen:
 
     This letter is delivered to you in connection with the Registration
Statement on Form S-4 (the "Registration Statement") filed with the Securities
and Exchange Commission by Generac Portable Products, Inc., Generac Portable
Products, LLC, and GPPW, Inc. (collectively, the "Company") in connection with
the Company's offer (the "Exchange Offer") to exchange up to $110,000,000
aggregate principal amount of its 11 1/4% Senior Subordinated Notes due 2006
(the "New Notes") for a like principal amount of its outstanding 11 1/4% Senior
Subordinated Notes due 2006 (the "Old Notes").
 
                            INFORMATION RELIED UPON
 
     In rendering our opinion, we have examined and relied upon such documents
or forms of documents as we have deemed appropriate, including: (i) the
Registration Statement and accompanying Prospectus with respect to the Exchange
Offer (the "Prospectus"); (ii) the Company's $110,000,000 11 1/4% Senior
Subordinated Notes due 2006 Indenture, dated as of July 1, 1998; (iii) the form
11 1/4% Senior Subordinated Note due 2006; (iv) the Registration Rights
Agreement, dated as of July 2, 1998, among Generac Portable Products, LLC, GPPW,
Inc. and BT Alex. Brown Incorporated; and (vi) the Offering Memorandum, dated
July 2, 1998, with respect to the Old Notes. In our examination of the documents
and in our reliance upon them in issuing our opinion, we have assumed, with your
consent, that all representations, certifications, and statements set forth in
the documents are and will remain true, correct, and complete, and that all
obligations, covenants, conditions, and terms imposed by any of the documents on
the parties have been or will be performed or satisfied in accordance with their
terms.
 
                                    OPINION
 
     Based on our analysis of the relevant legal authorities as they apply to
the information, representations, assumptions that we have made with your
consent, and the documents upon which we have relied, the discussion contained
in the Prospectus in the section captioned "UNITED STATES FEDERAL INCOME TAX
CONSEQUENCES" expresses our opinion as to certain United States federal income
tax consequences of the exchange, holding, and disposition of the New Notes.
 
     Our opinion is based on current authorities and upon facts, assumptions
that we have made with your consent, and representations as of this date. It is
subject to change in the
   2
 
event of a change in the applicable law or a change in the interpretation of
such law by the courts or by the Internal Revenue Service. There can be no
assurance that legislative or administrative changes or court decisions will not
be forthcoming that would significantly modify our opinion or cause its
withdrawal. We are under no obligation to inform you of any such changes or
decisions. In addition, our opinion is based solely on the documents that we
have examined and the representations and assumptions referred to herein. Our
opinion cannot be relied upon if any of the material facts contained in such
documents is, or later becomes, materially inaccurate or if any of the
representations or assumptions referred to herein is, or later becomes,
materially inaccurate. Our opinion represents our legal judgment and has no
official status of any kind. Finally, our opinion is limited to the federal
income tax matters specifically covered thereby.
 
     This letter is furnished by us as counsel for the Company. We consent to
the filing of this letter as an exhibit to the Registration Statement in
connection with the Exchange Offer and to the use of our opinion and name in the
Prospectus.
 
                                          Very truly yours,
 
   
                                          /s/ KING & SPALDING