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



                                November 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 the registration of an aggregate principal
amount of $50,000,000 of 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 



AKI Holding Corp.
November 9, 1998
Page 2

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 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 of effectiveness of the
Registration Statement. 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.