[Letterhead of Akin, Gump, Strauss, Hauer & Feld, L.L.P.]




                                October 9, 1998

AKI Holding Corp.
1815 East Main Street
Chattanooga, Tennessee  37404

             RE:         AKI HOLDING CORP.
                         13 1/2% SENIOR DISCOUNT DEBENTURES DUE 2009

Dear Gentlemen:

            We have acted as counsel to AKI Holding Corp., a Delaware
corporation (the "Company"), in connection with registration of an aggregate
principal amount of $50,000,000 of New 13 1/2% Senior Discount Debentures due
2009 (the "New Debentures"), pursuant to the Company's Registration Statement
on Form S-4, File No. 333-60991, (the "Registration Statement"), filed by the
Company under the Securities Act of 1933, as amended (the "Securities Act"),
and the proposed exchange offer by the Company of the New Debentures to the
holders of the Company's outstanding 13 1/2% Senior Discount Debentures due
2009, previously sold pursuant to Rule 144A (the "Old Debentures"). Unless
otherwise defined herein, capitalized terms used in this opinion shall have the
meaning set forth in the Registration Statement.

            Our opinion is premised upon the accuracy of all factual statements
made in the Exchange Offer and the underlying documents cited therein, and upon
the completion of the transaction in the manner contemplated in the Exchange
Offer. In addition, our opinion is based upon the Internal Revenue Code of
1986, as amended (the "Code"), the Treasury regulations (including proposed
regulations) promulgated thereunder, administrative rulings and pronouncements
of the Internal Revenue Service ("IRS"), and judicial decisions, all as of the
date hereof and all of which are subject to change at any time, possibly with
retroactive effect. Any change in the facts or law upon which we rely could
change our conclusion and render our opinion inapplicable.

            As such counsel, we have examined the Registration Statement and
have made such other factual and legal investigations as we considered
necessary or appropriate for the purposes of this opinion. 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 rendering the opinion set forth below.
In such examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals and the conformity
to authentic originals of all documents submitted to us as certified or
photostatic copies.

            Based upon such examinations and investigations, and subject to the
qualifications set forth in the "U.S. Federal Tax Consequences" section of the
Exchange Offer, our opinion with


AKI Holdings, Corp.
October 9, 1998
Page 2


respect to the anticipated U.S. federal income tax consequences applicable to
the exchange of Old Debentures for New Debentures in the Exchange Offer; and
the ownership and disposition of New Debentures by holders who acquire the New
Debentures pursuant to the Exchange Offer under currently applicable federal
tax law, is as set forth in the Prospectus under the heading "U.S. Federal
Income Tax Consequences."

            This opinion is based on the relevant law in effect (or, in the
case of proposed regulations, proposed) and the relevant facts that exist as of
the date hereof. We have no obligation to advise the Company or any other
person of changes of law or fact that occur after the date hereof. This opinion
represents our best legal judgment but has no binding effect on the IRS.
Accordingly, there can be no assurance that the IRS will not successfully
challenge our opinion.

            We hereby consent to the filing of this opinion as Exhibit 8.1 to
the Registration Statement and to the reference to this firm under the caption
"U.S. Federal Income Tax Consequences" in the prospectus forming a part of the
Registration Statement. In giving such consent, we do not hereby admit that we
come within the category of persons whose consent is required under Section 7
of the Securities Act or the rules and regulations of the Securities and
Exchange Commission. We do not consent to any reference to this opinion letter
in any other document. We express no opinion with respect to the merits of an
investment in the Company or participation in the Exchange Offer.

                                    Very truly yours,



                                   /S/ AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.