1 EXHIBIT 8.1 [SIDLEY & AUSTIN LETTERHEAD] July 24, 1998 General Binding Corporation One GBC Plaza Northbrook, Illinois 60062 Re: Certain Federal Income Tax Consequences of the Offer to Exchange 93/8% Senior Subordinated Notes Due 2008 Ladies and Gentlemen: We have acted as counsel to General Binding Corporation, Inc., a Delaware corporation (the "Company"), in connection with its offer (the "Exchange Offer") to exchange $1,000 principal amount of its 9 3/8% Senior Subordinated Notes due 2008, for each $1,000 principal amount of its outstanding 9 3/8% Senior Subordinated Notes due 2008, as described in the Registration Statement on Form S-4 (the "Registration Statement"), which is being filed by the Company with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended. The Registration Statement includes the prospectus (the "Prospectus") relating to the Exchange Offer. Capitalized terms not defined herein have the meanings specified in the Prospectus. In rendering the opinion expressed below, we have examined the Prospectus and such other documents as we have deemed relevant and necessary. Such opinion is conditioned, among other things, upon the accuracy and completeness of the facts, information and representations contained in the Prospectus as of the date hereof and the continuing accuracy and completeness thereof as of the date of the consummation of the Exchange Offer. We have assumed that the transactions contemplated by the Prospectus and such other documents will occur as provided therein and that there will be no material change to the Prospectus or any of such other documents between the date hereof and the date of the consummation of the Exchange Offer. Based upon and subject to the foregoing, we are of the opinion that the discussion set forth in the Prospectus under the caption "Certain United States Federal Tax Considerations" 2 [SIDLEY & AUSTIN LETTERHEAD] General Binding Corporation July 24, 1998 Page 2 constitutes, in all material respects, a fair and accurate summary of the matters addressed therein, based upon current law and the assumptions stated or referred to therein. We assume no obligation to update or supplement this letter to reflect any facts or circumstances which may hereafter come to our attention with respect to the opinion expressed above, including any changes in applicable law which may hereafter occur. We hereby consent to the filing of this letter as an Exhibit to the Registration Statement and to all references to our Firm included in or made a part of the Registration Statement. Very truly yours, /s/ SIDLEY & AUSTIN