Exhibit 8


                      Milbank, Tweed, Hadley & McCloy LLP
                            1 Chase Manhattan Plaza
                           New York, N.Y. 10005-1413



                                 April 7, 2000



GSI Lumonics Inc.
105 Schneider Road
Kanata, Ontario
Canada  K2K 1Y3

Ladies and Gentlemen:

     You have requested our opinion regarding certain United States tax
considerations in connection with the offering of common shares, at no par value
per share, of GSI Lumonics Inc., a company incorporated under the laws of New
Brunswick, pursuant to a registration statement (the "Registration Statement")
filed with the Securities and Exchange Commission under the Securities Act of
1933, as amended (the "Act"), on Form S-3.

     In our opinion, the discussion in the prospectus forming part of the
Registration Statement under the heading "Tax Considerations - United States
Federal Income Tax Considerations" to the extent it states matters of law or
legal conclusions and subject to the qualifications and limitations contained
therein, describes the principal United States federal income tax consequences
that are likely to be material to a beneficial owner of the common shares, and
are incorporated and adopted herein as our opinion.

     We express no opinion in respect of those matters governed by or construed
in accordance with the law of any jurisdiction other than the federal laws of
the United States of America.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and the reference to the name of our firm therein,
without thereby admitting that we are "experts" under the Act or the rules and
regulations of the Securities and Exchange Commission thereunder for the
purposes of any part of the Registration Statement.

                                  Very truly yours,



                                  Milbank, Tweed, Hadley & McCloy LLP