Exhibit 8.1


                             [Date to be inserted]

Source Interlink Companies, Inc.
27500 Riverview Center Boulevard
Suite 400
Bonita Springs, Florida 34134


Ladies and Gentlemen:

         We have acted as counsel to Source Interlink Companies, Inc., a
Missouri corporation ("Source Interlink"), in connection with the preparation
and execution of the Agreement and Plan of Merger (the "Agreement"), dated as
of November 18, 2004, by and among Source Interlink, Alligator Acquisition,
LLC, a Delaware limited liability company and a direct wholly owned subsidiary
of Source Interlink ("Merger Sub") and Alliance Entertainment Corp., a Delaware
corporation ("Alliance"). Pursuant to the Agreement, Alliance will merge with
and into Merger Sub, with Merger Sub as the surviving corporation (the
"Merger"). The Merger and certain other proposed transactions, including the
proposed reincorporation of Source Interlink from Missouri to Delaware (the
"Reincorporation"), are described in the Registration Statement on Form S-4
(the "Registration Statement") of Source Interlink, which includes the proxy
statement/prospectus relating to the Merger (the "Proxy Statement/Prospectus").
This opinion is being rendered pursuant to the requirements of Item 21(a) of
Form S-4 under the Securities Act of 1933, as amended. Unless otherwise
indicated, any capitalized terms used herein and not otherwise defined have the
meaning ascribed to them in the Agreement or the Registration Statement.

         In connection with this opinion, we have examined and are familiar
with the Agreement, the Registration Statement, and such other presently
existing documents, records and matters of law as we have deemed necessary or
appropriate for purposes of our opinion. In addition, we have assumed, without
any independent investigation or examination thereof (i) that the Merger and
the Reincorporation will be consummated in accordance with the provisions of
the Agreement and in the manner contemplated by the Proxy Statement/Prospectus
and will be effective under applicable state law, and that the parties have
complied with and, if applicable, will continue to comply with, the covenants,
conditions and other provisions contained in the Agreement without any waiver,
breach or amendment thereof, (ii) the continuing truth and accuracy at all
times through the Effective Time of the statements, representations and
warranties made by Source Interlink, Merger Sub and Alliance in the Agreement
or the Proxy Statement/Prospectus, and (iii) that any such statements,
representations or warranties made "to the knowledge" or based on the belief or
intention of Source Interlink, Merger Sub and Alliance 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.

         Based upon and subject to the foregoing, the discussions contained in
the Registration Statement under the captions "The Merger--Material U.S.
Federal Income Tax Consequences" and "Proposals to Source Interlink
Shareholders to be Voted on at the Source Interlink Special Meeting--Proposal
Three-Our Reincorporation from a Missouri Corporation to a Delaware
Corporation--Material U.S. Federal Income Tax Consequences," subject to the
limitations and qualifications referred to therein, accurately set forth the
material U.S. federal income tax consequences of the Merger and the
Reincorporation. There can be no assurance that changes in the law will not
take place that could affect the United States federal income tax consequences
of the Merger and/or the Reincorporation, or that contrary positions may not be
taken by the Internal Revenue Service. In the event any of the facts,
statements, descriptions, covenants,



Source Interlink Companies, Inc.
[Date to be inserted]
Page 2


representations, warranties, or assumptions upon which we have relied is
incorrect, our opinion might be adversely affected and may not be relied upon.

         This opinion is furnished to you solely for use in connection with the
Registration Statement. We hereby consent to the filing of this opinion as
Exhibit 8.1 to the Registration Statement. We also consent to the reference to
our firm name wherever appearing in the Registration Statement with respect to
the discussion of the material federal income tax consequences of the Merger
and the Reincorporation, including the Proxy Statement/Prospectus constituting
a part thereof, and any amendment thereto. 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 Securities Act of 1933, as amended, or the rules and
regulations of the Securities and Exchange Commission thereunder, nor do we
thereby admit that we are experts with respect to any part of such Registration
Statement within the meaning of the term "experts" as used in the Securities
Act of 1933, as amended, or the rules and regulations of the Securities and
Exchange Commission thereunder.


                                        Very truly yours,


                                        WILSON SONSINI GOODRICH & ROSATI
                                        Professional Corporation