EXHIBIT 8.1

_____________, 2004

The Special Committee of the
Board of Directors of
GB Holdings, Inc.,
c/o Sands Hotel and Casino
Indiana Avenue and Brighton Park
Atlantic City, New Jersey 08401

Re: Reorganization of Greate Bay Hotel and Casino, Inc.

Ladies and Gentlemen:

We have been retained by the Special Committee of the Board of Directors of GB
Holdings, Inc., a Delaware corporation ("GB Holdings") to represent the Special
Committee and GB Holdings and its subsidiaries as special tax counsel in order
to render this opinion in connection with (1) the anticipated contribution by
Greate Bay Hotel and Casino, Inc., a New Jersey corporation ("Greate Bay Hotel")
of substantially all of its assets subject to substantially all of its
liabilities, as further described below, to Atlantic Coast Entertainment
Holdings, Inc. a Delaware corporation ("Atlantic Holdings") followed by the
merger of Greate Bay Hotel with and into GB Holdings (the "Transaction") and (2)
the anticipated exchange (the "Exchange Offer") of a minimum of a majority of
the outstanding 11% Notes due 2005 issued by GB Property Funding Corp., a
Delaware corporation (the "Existing Notes") for the newly registered 3% Notes
due 2008 to be issued by Atlantic Holdings (the "New Notes" and collectively
with the Existing Notes, the "Notes"). The Transaction and the Exchange Offer
are described in the Registration Statements of Atlantic Holdings on Form S-4
(File Numbers 333-110484 and 333-110485) (the "Registration Statements"), filed
with the Securities and Exchange Commission (the "SEC") on __________ under the
Securities Act of 1933, as amended (the "Act"). The Registration Statements
include the proxy statement/prospectus of Atlantic Holdings (the "Proxy
Statement/Prospectus") and the consent solicitation and exchange offer of both
Atlantic Holdings and ACE Gaming LLC (the "Consent"). Unless otherwise
indicated, any capitalized terms used herein and not otherwise defined have the
meaning ascribed to them in the contribution agreement made by and among GB
Holdings, Greate Bay Hotel, Atlantic Holdings and ACE Gaming, LLC, a New Jersey
limited liability company (the "Contribution Agreement") or, if not defined in
the Contribution Agreement, as defined in the Registration Statements.

In connection with this opinion, we have examined and are familiar with the
Contribution Agreement, the Registration Statements, the tax representation
letter of even date herewith delivered to us by GB Holdings, Greate Bay Hotel
and Atlantic Holdings (the "Tax Representation Letter"), and such other
presently existing documents, records and matters of law as we have deemed
necessary or appropriate for purposes of our opinion and are relying on the Tax
Representation Letter and such other documents and records, without any
independent investigation thereof. In addition, in connection with rendering
this opinion we have assumed, without any independent investigation or review
thereof, that:

1.     The Transaction will be consummated in the manner contemplated by the
       Proxy Statement/Prospectus and in accordance with the provisions of the
       Contribution Agreement without the waiver or modification of any material
       terms or conditions;

2.     The Exchange Offer will be consummated in the manner contemplated by the
       Consent without the waiver or modification of any material terms or
       conditions;

3.     Original documents (including signatures) are authentic, documents
       submitted to us as copies conform to the original documents and all such
       documents have been or will be by the date of the Contribution Agreement
       (the "Effective Time") duly and validly executed and delivered where due
       execution and delivery are prerequisites to the effectiveness thereof;

4.     All factual representations, warranties and statements made or agreed to
       by GB Holdings, Greate Bay Hotel, Atlantic Holdings, their managements,
       employees, officers, directors or shareholders in connection with the
       Transaction and the Exchange Offer, including, but not limited to, those
       set forth in the





       Contribution Agreement (including the exhibits thereto) and the Tax
       Representation Letter, are true and accurate at all relevant times;

5.     Any factual representations or warranties made "to the knowledge" or
       based on the belief of GB Holdings, Greate Bay Hotel or Atlantic Holdings
       or similarly qualified are true and accurate, and will continue to be
       true and accurate at all times through the Effective Time, without such
       qualification;

6.     All covenants contained in the Contribution Agreement (including exhibits
       thereto) and the Tax Representation Letter will be performed without
       waiver or modification of any material provision thereof; and

7.     The federal income tax and financial accounting consequences of the
       Transaction will be reported by Greate Bay Hotel, Atlantic Holdings and
       GB Holdings in a manner consistent with the Transaction being treated as
       a reorganization described in Section 368(a)(1)(F) of the Internal
       Revenue Code of 1986, as amended (the "Code").

Our opinion is based upon the Code, Treasury Regulations promulgated thereunder,
and administrative and judicial interpretations thereof, all as of the date
hereof and all of which are subject to change, possibly on a retroactive basis.
In rendering this opinion we are only expressing our views as to the federal
income tax laws of the United States of America.

Based on our examination of the foregoing items and subject to the limitations,
qualifications, assumptions and caveats set forth herein, we are of the opinion
that, under current U.S. federal income tax law, if the Transaction is
consummated in accordance with the Contribution Agreement, then the Transaction
should, for U.S. federal income tax purposes, qualify as a tax-free
reorganization pursuant to Section 368(a) of the Code. Our opinion is not free
from doubt because (1) Greate Bay Hotel will retain its liability on the
Existing Notes not exchanged so that Greate Bay Hotel may not transfer
substantially all of its liabilities to Atlantic Holdings; (2) a minimum of a
majority of the Existing Notes are being refinanced as part of the Transaction;
and (3) the Distribution of the Atlantic Holding Securities, if considered part
of the transfer of substantially all of Greate Bay Hotel's assets to Atlantic
Holdings and the merger of Greate Bay Hotel into GB Holdings, could disqualify
such transaction from tax-free reorganization treatment.

The tax treatment of participants in the Exchange Offer depends on whether or
not the Notes are considered "securities," for U.S. federal tax law purposes,
issued by the same person. Based on our examination of the items described above
and subject to the limitations, qualifications, assumptions and caveats set
forth herein, we are of the opinion that, under current U.S. federal income tax
law, if the Exchange Offer is consummated in accordance with the Consent, then
it is more likely than not that the Exchange Offer should be a taxable
transaction. This opinion is not free from doubt because the application of the
relevant case law to the Exchange Offer is unclear since cases and Internal
Revenue Service ("IRS") rulings concerning debt instruments somewhat similar to
the Notes have reached inconsistent conclusions as to whether the debt
instrument was a "security" for tax-free recapitalization purposes. Moreover,
such determination may depend, in part, on future events which are not now
known, such as whether and when the New Notes are converted into Atlantic
Holdings Common Stock, as the common stock of a company is generally a
"security" for purposes of tax-free recapitalization treatment. Further, such
determination may also depend, in part, on factors that we would be unable to
determine, such as the intent of the note holders in acquiring the Existing
Notes or the New Notes, as such factors are sometimes relevant in determining
whether the Notes represent a long-term proprietary investment or a short-term
loan. In light of the foregoing and notwithstanding this opinion that it is more
likely than not that the Exchange Offer should be a taxable transaction, the
Exchange Offer may be a tax-free recapitalization for a participant in the
Exchange Offer for whom both the Existing Notes and the New Notes represent a
continuing proprietary interest in the business of the respective issuer.

This opinion does not address the various state, local or foreign tax
consequences that may result from the Transaction. In addition, no opinion is
expressed as to any other federal income tax consequence of the Transaction
except as specifically set forth herein, and this opinion may not be relied upon
except with respect to the matters specifically discussed herein.

No opinion is expressed as to the Transaction if all of the transactions
described in the Contribution Agreement are not consummated in accordance with
the terms of the Contribution Agreement and without waiver of any material
provision thereof. To the extent that any of the representations, warranties,
statements and assumptions material to




our opinion and upon which we have relied are not accurate and complete in all
material respects at all relevant times, our opinion could be adversely affected
and should not be relied upon.

This opinion represents only our best judgment as to the federal income tax
consequences of the Transaction and is not binding on the IRS or any court of
law, tribunal, administrative agency or other governmental body and there can be
no assurance that the IRS or a court of law would agree with our opinion. Our
opinion is based on the Code, existing judicial decisions, administrative
regulations and published rulings. No assurance can be given that future
legislative, judicial or administrative changes or interpretations would not
adversely affect the accuracy of the opinion stated herein. Nevertheless, by
rendering this opinion, we undertake no responsibility to advise you of any new
developments in the application or interpretation of the federal income tax
laws.

This opinion is furnished to you for use in connection with the Registration
Statements and may not be made available to any other person without our prior
written consent. We hereby consent to the filing of this opinion as an exhibit
to the Registration Statements and confirm that the discussions relating to tax
matters under the heading "Material U.S. Federal Income Tax Consequences" in the
Registration Statements are correct in all material respects as of the date
hereof insofar as they relate to matters of U.S. federal income tax. In giving
this consent, we do not thereby admit that we are in the category of persons
whose consent is required under Section 7 of the Act or the rules and
regulations of the SEC thereunder, not do we thereby admit that we are experts
with respect to any part of the Registration Statements within the meaning of
the term "experts" as used in the Act or the rules and regulations of the SEC
thereunder.

Very truly yours,

KATTEN MUCHIN ZAVIS ROSENMAN