EXHIBIT 8.1
                                Sidley & Austin
                               875 Third Avenue
                           New York, New York  10022


                           November 22, 1994

Borden Chemicals and Plastics
  Limited Partnership
Highway 13
Geisnar, Louisiana 70737
     

            Re:  4,600,000 Depositary Units Representing
                 Common Limited Partner Interests
                 Registration Statement on Form S-3 
                 ----------------------------------------

Ladies and Gentlemen:

     We have acted as special tax counsel to Borden Chemicals and Plastics
Limited Partnership, a Delaware limited partnership (the "Company"), Borden
Chemicals and Plastics Operating Limited Partnership, a Delaware limited
partnership (the "Operating Company"), and BCP Management, Inc., a Delaware
corporation, in connection with the filing by the Company of a Registration
Statement on Form S-3 (File No. 33-55863) (the "Registration Statement") with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended, relating to the registration of 4,600,000 depositary units ("Units")
representing common limited partner interests in the Company.

    In that connection, we have examined originals, or copies certified or
otherwise identified to our satisfaction, of such documents, corporate records
and other instruments as we have deemed necessary for the purpose of this
opinion. Based upon the foregoing, we are of the opinion that the description
set forth under the captions "Prospectus Summary -- Summary of Certain Income
Tax Consequences", "Investment Considerations--Tax Considerations" and "Certain
Federal Income Tax Considerations" in the prospectus (the "Prospectus")
contained in the Registration Statement correctly describe the material aspects
of the United States federal income tax treatment to investors, as of the date
hereof, of an investment in the Units.

 
SIDLEY & AUSTIN                                                         NEW YORK

Borden Chemicals and Plastics 
   Limited Partnership 
November 16, 1994 
Page 2


      We know that we are referred to under the heading "Certain Federal Income
Tax Considerations" in the Prospectus contained in the Registration Statement,
and we hereby consent to such use of our name in the Registration Statement and
to the use of this opinion for filing with the Registration Statement as Exhibit
8.1 thereto.  

                                                         Very truly yours,

                                                          Sidley & Austin