Exhibit 8.2


                                                                  (212) 326-8321

                                    April 6, 1998



Zurn Industries, Inc.
One Zurn Place
Box 2000
Erie, PA  16514


Ladies and Gentlemen:

     In response to your request, we are furnishing you with our opinion with
respect to certain federal income tax consequences of the proposed merger (the
"Zurn Merger") of Zoro Merger Corp. ("Z-Sub"), a Pennsylvania corporation and
wholly-owned subsidiary of USI, Inc. ("Superholdco"), a Delaware corporation,
with and into Zurn Industries, Inc. ("Zurn"), a Pennsylvania corporation,
pursuant to the Pennsylvania Business Corporation Law.  

     For purposes of this opinion, we have relied upon, and assumed the
completeness, truth, and accuracy of, the information contained in the Agreement
and Plan of Merger dated as of February 16, 1998, with attachments thereto (the
"Agreement"), and have assumed that the Zurn Merger will occur in accordance
with the terms of the Agreement.  In addition, we have relied upon the
certificates attached hereto (the "Tax Certificates") containing representations
of Superholdco, Z-Sub, and Zurn, and have assumed, in connection therewith, that
any such representations that are qualified by reference to the knowledge of the
representor (E.G., a representation that a statement is true "to the knowledge
of" management) are true without such qualification.

     Based upon and subject to the foregoing, and provided that the Agreement
and Tax Certificates referenced above set forth all of the material facts
relating to the Zurn Merger fully and accurately as of the date hereof, and will
continue to set forth such facts fully and accurately at all times to and
including the Effective Time (as that term is defined in Section 1.2 of the
Agreement) of the Zurn Merger, we are of the opinion that (a) no gain or loss
will be recognized for federal income tax purposes by Superholdco, Zurn, or
Z-Sub as a result of the Zurn Merger, and (b) no gain or loss will be recognized
for federal income tax purposes by a stockholder of Zurn upon the exchange of
Zurn 




Page 2


Shares for Zurn Merger Consideration (as those terms are defined in 
Section 2.2 of the Agreement), other than with respect to cash received in
lieu of fractional shares of Superholdco stock.

     This opinion relates solely to the federal income tax consequences of the
Zurn Merger discussed herein, and no opinion is expressed as to the consequences
of the Zurn Merger under any foreign, state or local tax law.  Further, and
notwithstanding anything in the foregoing to the contrary, no opinion is
expressed as to the effect upon the opinion set forth above of any provision of
law that may affect any particular person differently than any other person, by
reason of such first-mentioned person's special status, characteristics or
situation, including, but not limited to, (a) employees of Zurn, and (b)
stockholders of Zurn who are not U.S. persons (within the meaning of Section
7701(a)(30) of the Internal Revenue Code of 1986, as amended (the "Code")). 
Except as explicitly stated herein, no other opinion is expressed or implied. 
This opinion is based upon the currently applicable provisions of the Code,
regulations thereunder, current published positions of the Internal Revenue
Service, and judicial authorities published to date, all of which are subject to
change by the Congress, the Treasury Department, the Internal Revenue Service or
the courts.  Any such change may be retroactive with respect to transactions
entered into prior to the date of such change.  No assurance can be provided as
to the effect upon our opinion of any such change.  Finally, this opinion is not
binding upon the Internal Revenue Service or the courts, and no assurance can be
given that they will accept this opinion or agree with the views expressed
herein.

     This opinion is intended for the sole benefit of Zurn, and is not to be
relied upon by any other person without our prior written consent.

     We hereby consent to the filing of this opinion as Exhibit 8.2 to the
Registration Statement (the "Registration Statement") on Form S-4 (File No.
333-47101), and to the reference to us under the caption "Legal Matters" in the
Joint Proxy Statement / Prospectus constituting a part of the Registration
Statement.


                                        Very truly yours,



                                        /s/ Jones, Day, Reavis & Pogue


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