Exhibit 8.1

           [Letterhead of SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP]

                                                                   _______, 2003

Bond Products Depositor LLC
[100 North Tryon Street
Charlotte, North Carolina  28255]

                  Re:      Bond Products Depositor LLC Registration Statement on
                           Form S-3

Ladies and Gentlemen:

         We have acted as federal tax counsel to Bond Products Depositor LLC,
a Delaware limited liability company (the "Company"), in connection with the
preparation of a registration statement on Form S-3 (together with the
exhibits and any and all amendments thereto, the "Registration Statement"),
filed with the Securities and Exchange Commission under the Securities Act of
1933, as amended, relating to the registration by the Company of certain trust
certificates (the "Certificates"). As described in the Registration Statement,
the Certificates will be issued in series (and may be issued in classes within
any given series), with each series being issued by a trust to be formed by
the Company pursuant to a trust agreement (each, a "Trust Agreement") between
the Company and a trustee to be determined. All capitalized terms not
otherwise defined herein shall have the meanings ascribed to them in the
Registration Statement.

         In so acting, we have examined originals or copies, certified or
otherwise identified to our satisfaction, of the Registration Statement, the
prospectus dated ______, 2003 contained therein (the "Base Prospectus"), the
model Prospectus Supplement (the "Prospectus Supplement"and together with the
Base Prospectus and the Registration Statement, the "Prospectus"), the form of
Trust Agreement attached as an exhibit thereto, and such corporate records,
agreements, documents and other instruments (collectively, the "Documents"),
and have made such inquiries of such officers and representatives of the
Company, as we have deemed relevant and necessary as a basis for the opinion
hereinafter set forth.

         In such examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals,
the conformity to original documents of documents submitted to us as certified
or photostatic copies and the authenticity of the originals of such latter
documents. We have further assumed (i) that the Documents and Certificates as
executed and delivered by the requisite signatories thereto will conform in
substance and form in all material respects to the respective forms thereof
examined by us, (ii) timely compliance by all parties to the various Documents
to the terms thereof (without waiver of any of the terms thereof) and (iii)
that the Documents constitute all the agreements, understandings, and
arrangements between the parties thereto with respect to the transactions
contemplated therein and the Certificates.

         As special tax counsel to the Company, we will advise the Company
with respect to material federal income tax aspects of the proposed issuance
of each Series of Certificates pursuant to the related Trust Agreement and we
hereby confirm that our advice conforms to the descriptions of the selected
federal income tax consequences for holders of such Certificates that appear
under the headings "Important Federal Income Tax Considerations" in the
Prospectus. Such descriptions do not purport to discuss all possible federal
income tax ramifications of the proposed issuance of the Certificates, but
with respect to those federal income tax consequences that are discussed, in
our opinion, the descriptions are accurate in all material respects.

         This opinion is based on the facts and circumstances set forth in the
Prospectus and in the other documents reviewed by us. Our opinion as to the
matters set forth herein could change with respect to a particular series of
Certificates as a result of changes in facts and circumstances, changes in the
terms of documents reviewed by us, or changes in the law subsequent to the
date hereof. Because the Registration Statement contemplates multiple series
of Certificates with numerous different characteristics, the particular
characteristics of each series of Certificates must be considered in
determining the applicability of this opinion to a particular series of
Certificates.

         This opinion pertains only to those series of Certificates for which
our firm is named as counsel to the Company in the related Prospectus. 2

         We hereby consent to the filing of this letter as an exhibit to the
Registration Statement and to the references to this firm under the heading
"Important United States Federal Income Tax Considerations" in the Base
Prospectus or "Important United States Federal Income Tax Considerations" in a
Prospectus Supplement which forms a part of the Registration Statement,
without admitting that we are "experts" within the meaning of the Securities
Act of 1933, as amended, or the Rules and Regulations of the Commission issued
thereunder, with respect to any part of the Registration Statement, including
this exhibit.

                                                      Very truly yours,