EXHIBIT 8.1
KIRKLAND & ELLIS
PARTNERSHIPS INCLUDING PROFESSIONAL CORPORATIONS
Citicorp Center
153 East 53rd Street
New York, New York 10022-4675
212 446-4800
Facsimile:
212 446-4900
July 13, 1998
Alliance Laundry Systems LLC
Shepard Street
P.O. Box 990
Ripon, Wisconsin 54971-0990
Re: Offer by Alliance Laundry Systems LLC and Alliance Laundry Corporation
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to Exchange their Series B 9 5/8% Senior Subordinated Notes due 2008
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for any and all their Series A 9 5/8% Senior Subordinated Notes due 2008
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We have acted as special counsel to Alliance Laundry Systems LLC (the
"Company") and Alliance Laundry Corporation ("ALC" and, together with the
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Company, the "Issuers") in connection with their offer (the "Exchange Offer")
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to Exchange their Series B 9 5/8% Senior Subordinated Notes due 2008 (the
"Exchange Notes") for any and all of their Series A 9 5/8% Senior Subordinated
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Notes due 2008 (the "Notes")
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You have requested our opinion as to certain United States federal income tax
consequences of the Exchange Offer. In preparing our opinion, we have reviewed
and relied upon the Company's Registration Statement on Form S-4, filed with the
Securities and Exchange Commission (the "Commission") on June 15, 1998 (the
"Registration Statement"), and such other documents as we deemed necessary.
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On the basis of the foregoing, it is our opinion that the exchange of the
Notes for Exchange Notes pursuant to the Exchange Offer will not be treated as
an "exchange" for United States federal income tax purposes.
The opinions set forth above are based upon the applicable provisions of the
Internal Revenue Code of 1986, as amended; the Treasury Regulations promulgated
or proposed thereunder; current positions of the Internal Revenue Service (the
"IRS") contained in published revenue rulings, revenue procedures, and
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announcements; existing judicial decisions; and other applicable authorities. No
tax rulings have been sought from the IRS with respect to any of the matters
discussed herein. Unlike a ruling from the IRS, opinions of counsel are not
binding on the IRS. Hence, no assurance can be given that the opinions stated in
this letter will not be successfully challenged by the IRS or by a court. We
express no opinion concerning any United States federal income tax consequences
of the Exchange Offer except as expressly set forth above.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm and the summarization
of this opinion under the section titled "Certain United States Federal Income
Tax Consequences" in the Registration Statement.
Very truly yours,
/s/ Kirkland & Ellis
Kirkland & Ellis