EXHIBIT 8.1

                     [SIMPSON THACHER & BARTLETT LETTERHEAD]

                                                    October 31, 2003


JAKKS Pacific, Inc.
22619 Pacific Coast Highway
Malibu, California 90265

Ladies and Gentlemen:

            We have acted as special tax counsel to JAKKS Pacific, Inc., a
Delaware corporation (the "Company"), in connection with the preparation and
filing by the Company with the Securities and Exchange Commission of the
Registration Statement on Form S-3 dated October 31, 2003 under the Securities
Act of 1933, as amended, (the "Registration Statement") with respect to the
registration of $98,000,000 aggregate principal amount of Convertible Senior
Notes due 2023 (the "Convertible Notes") issued pursuant to the terms of the
Indenture, dated as of June 9, 2003, between the Company and Wells Fargo Bank,
N.A., as trustee, (the "Indenture").

            In delivering this opinion letter, we have reviewed and relied upon:
(i) the Registration Statement; (ii) the Indenture; (iii) the Registration
Rights Agreement, dated as of June 9, 2003, among Bear Stearns & Co., Inc. and
the Company (the "Registration Rights Agreement"); and (iv) forms of the
Convertible Notes.

            We have also examined and relied upon originals, or duplicates or
certified or conformed copies, of such records of the Company and such other
documents, certificates and records as we have deemed necessary or appropriate
as a basis for the opinion set forth herein. In such examination, we have
assumed the genuineness of all signatures, the legal capacity of natural
persons, the authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us as certified
or conformed copies, and the authenticity of the originals of such latter
documents.

            Based upon the foregoing, and subject to the qualifications and
limitations stated herein and in the Registration Statement, we are of the
opinion that the statements set forth in the Registration Statement under the
caption "Certain United States Federal Income Tax Considerations," insofar as
they purport to constitute summaries of matters of United States federal tax law
and regulations or legal conclusions with respect thereto, constitute accurate
summaries of the matters described therein in all material respects.

            We express no opinion with respect to the transactions referred to
herein or in the Registration Statement other than as expressly set forth
herein. Moreover, we

note that there is no authority directly on point dealing with securities such
as Convertible Notes and that our opinion is not binding on the Internal Revenue
Service or courts, any of which could take a contrary position.

            We are members of the Bar of the State of New York, and we do not
express any opinion herein concerning any law other than the federal tax law of
the United States.

            We hereby consent to the use of our name in the Registration
Statement under caption "Legal Matters".

                                                     Very truly yours,

                                                  /s/ SIMPSON THACHER & BARTLETT