Exhibit 8.1 [Letterhead of Meserli & Kramer P.A.] December 20, 2002 The Board of Governors Granite Falls Community Ethanol Plant, LLC 2448-540th Street, Suite 1 Granite Falls, Minnesota 56241 RE: 2002 Registration Statement Tax Matters Ladies and Gentlemen: As counsel for Granite Falls Community Ethanol Plant, LLC (the "Company"), we furnish the following opinion in connection with the proposed issuance by the Company of up to 30,000 of its membership units (the "Units"). We have acted as legal counsel to the Company in connection with its offering of the Units. As such, we have participated in the preparation and filing with the Securities and Exchange Commission under the Securities Act of 1933, as amended, of a Form SB-2 Registration Statement originally dated August 30, 2002 relating to that offering (the "Registration Statement"). You have requested our opinion as to matters of federal tax law that are described in the Registration Statement. We are assuming that the offering will be consummated and that the operations of the Company will be conducted in a manner consistent with that described in the Registration Statement. We have examined the Registration Statement and such other documents as we have deemed necessary to render our opinion expressed below. Based on the foregoing, all statements as to matters of law and legal conclusions contained in the Registration Statement under the heading "Income Tax Consequences of Owning Our Membership Units" reflect our opinion unless otherwise noted. That section of the Registration Statement is a general description of the principal federal income tax consequences that are expected to arise from the ownership and disposition of Units, insofar as it relates to matters of law and legal conclusions. That section also addresses material federal income tax consequences to prospective unit holders of the ownership and disposition of Units. Our opinion extends only to matters of law and does not extend to matters of fact. With limited exceptions, the discussion relates only to individual citizens and residents of the United States and has limited applicability to corporations, trusts, estates or nonresident aliens. The opinion expressed herein is effective only as of the date of this opinion letter. The opinion set forth herein is based upon known facts and existing law and regulations, all of which are subject to change prospectively and retroactively. We assume no obligation to revise or supplement such opinions as to future changes of law or fact. An opinion of legal counsel represents an expression of legal counsel's professional judgment regarding the subject matter of the opinion. It is neither a guarantee of the indicated result nor is an undertaking to defend the indicated result should it be challenged by the Internal Revenue Service. This opinion is in no way binding on the Internal Revenue Service or on any court of law. We consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm in the Registration Statement. Very truly yours, /s/ Messerli & Kramer P.A. MESSERLI & KRAMER P.A.