BOSTON Latham & Watkins NEW YORK
CHICAGO ATTORNEYS AT LAW NORTHERN VIRGINIA
FRANKFURT www.lw.com ORANGE COUNTY
HAMBURG PARIS
HONG KONG ____________________ SAN DIEGO
LONDON SAN FRANCISCO
LOS ANGELES SILICON VALLEY
MOSCOW SINGAPORE
NEW JERSEY TOKYO
WASHINGTON, D.C.
Exhibit 8.1
April 23, 2002
Compass Minerals Group, Inc.
8300 College Boulevard
Overland Park, Kansas 66210
Re: Registration Statement on Form S-4
Compass Minerals Group, Inc.
Registration No. 333-82700
---------------------------
Ladies and Gentlemen:
In connection with the proposed offering of up to $325,000,000 in aggregate
principal amount at maturity of 10% Senior Subordinated Notes due 2011 (the
"Exchange Notes") by Compass Minerals Group, Inc. (the "Company"), registered
under the Securities Act of 1933, as amended, on Form S-4 filed with the
Securities and Exchange Commission (the "Commission") on February 13, 2002 (File
No. 333-82700), as amended by Amendment No. 1 filed with the Commission on April
23, 2002 (collectively, the "Registration Statement"), related to the offer to
exchange the Company's outstanding 10% Senior Subordinated Notes due 2011 for
the Exchange Notes, you have requested our opinion with respect to the matters
set forth below. The Exchange Notes will be issued pursuant to an indenture,
dated as of November 28, 2001, among the Company and The Bank of New York, as
trustee.
The facts, as we understand them, and upon which with your permission we
rely in rendering the opinion herein, are set forth in the Registration
Statement.
We are opining herein as to the effect on the subject transaction only of
the federal income tax laws of the United States and we express no opinion with
respect to the applicability thereto or the effect thereon of other federal
laws, the laws of any state or other jurisdiction or as to any matters of
municipal law or the laws of any other local agencies within any state.
Based on such facts and subject to the limitations set forth in the
Registration Statement, it is our opinion that the statements in the
Registration Statement under the heading "Certain United States Federal Income
Tax Consequences," insofar as they purport to summarize the provisions of
specific statutes and regulations referred to therein, are accurate summaries in
all material respects.
No opinion is expressed as to any matter not discussed herein.
- --------------------------------------------------------------------------------
53rd at Third o 885 Third Avenue o New York, New York 10022-4802
TELEPHONE: (2I2) 906-1200 o FAX: (2I2) 751-4864
LATHAM & WATKINS
April 23, 2002
Page 2
This opinion is rendered to you as of the date of this letter, and we
undertake no obligation to update this opinion subsequent to the date hereof.
This opinion is based on various statutory provisions, regulations promulgated
thereunder and interpretations thereof by the Internal Revenue Service and the
courts having jurisdiction over such matters, all of which are subject to change
either prospectively or retroactively. Also, any variation or difference in the
facts from those set forth in the Registration Statement may affect the
conclusions stated herein.
This opinion is rendered only to you, and is for your use in connection
with the registration of Exchange Notes pursuant to the Registration Statement.
This opinion may not be relied upon by you for any other purpose, or furnished
to, quoted to, or relied upon by any other person, firm or corporation, for any
purpose, without our prior written consent. We hereby consent to the filing of
this opinion as an exhibit to the Registration Statement and to the use of our
name under the caption "Legal Matters" in the Registration Statement.
Very truly yours,
/s/ LATHAM & WATKINS