AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
AUSTIN                         ATTORNEYS AT LAW                
BRUSSELS                                                       
DALLAS             A REGISTERED LIMITED LIABILITY PARTNERSHIP  
HOUSTON               INCLUDING PROFESSIONAL CORPORATIONS      
LONDON                         590 MADISON AVENUE              
LOS ANGELES                        20TH FLOOR                  
MOSCOW                         NEW YORK, NY 10022              
NEW YORK                         (212) 872-1000                
PHILADELPHIA                   FAX (212) 872-1002              
SAN ANTONIO                     WWW.AKINGUMP.COM               
WASHINGTON         


                                                 November 12, 1998

AKI, Inc.
1815 East Main Street
Chattanooga, Tennessee  37404

                     RE:      AKI, INC.
                              10 1/2% SENIOR NOTES DUE 2008

Dear Gentlemen:

         We have acted as counsel to AKI, Inc., a Delaware corporation (the
"Company"), in connection with the registration of an aggregate principal
amount of $115,000,000 of 10 1/2% Senior Notes due 2008 (the "New Notes"),
pursuant to the Company's Registration Statement on Form S-4, File No.
333-60989, (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 Notes to the holders of the Company's
outstanding 10 1/2% Senior Notes due 2008, previously sold pursuant to Rule
144A (the "Old Notes"). 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 




AKI, Inc.
November 12, 1998
Page 2

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 Notes for New Notes in the
Exchange Offer; and the ownership and disposition of New Notes by holders who
acquire the New Notes 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.