EXHIBIT 8.1





                                 August 27, 1998




Atel Capital Equipment Fund VIII, LLC
235 Pine Street, 6th Floor
San Francisco, CA 94104

         Re:      Tax and ERISA Consequences

Ladies and Gentlemen:

         You have  requested our opinions as to certain  federal  income tax and
ERISA aspects of Atel Capital  Equipment Fund VIII, LLC (the "Fund"),  a limited
liability company formed under the California  Beverly-Killea  Limited Liability
Act. In rendering our opinions, we have reviewed and relied upon (a) information
and  representations  that the Manager of the Fund has  furnished to us; (b) the
Registration Statement;  and (c) the Operating Agreement.  Capitalized terms not
defined herein have the meanings set forth in the Prospectus  which is a part of
the Registration Statement.

         We hereby confirm to you that those portions of the Prospectus entitled
"Risk  Factors - Partnership  Status,"  "Risk Factors - Certain Other Income Tax
Considerations,"   "Risk  Factors  -  Tax   Opinion,"   "Risk  Factors  -  ERISA
Considerations,"  "Federal Income Tax Consequences," and "ERISA  Considerations"
accurately describe our opinions,  subject to the assumptions,  representations,
qualifications and uncertainties discussed therein.

         We  consent  to the use of this  opinion  letter as an  Exhibit  to the
Registration  Statement  and to the use of our name under the headings  "Federal
Income Tax  Consequences" and "Risk Factors - Tax Opinion," and "Legal Opinions"
in the Prospectus which is part of the Registration Statement.

                                        Very truly yours,

                                        JACKSON TUFTS COLE & BLACK, LLP