Exhibit 8.1




                       PAUL, WEISS, RIFKIND, WHARTON & GARRISON
                             1285 AVENUE OF THE AMERICAS
                            NEW YORK, NEW YORK 10019-6064
                                                                                



                              June 18, 1998




Grove Holdings LLC
201 Main Street
Fort Worth, Texas 76102

          Re:  Registration Statement on Form S-4

Dear Ladies and Gentlemen:

          In connection with the Registration Statement on Form S-4 (the
"Registration Statement") filed by Grove Holdings LLC (the "Company"), with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended (the "Act"), and the rules and regulations thereunder (the "Rules"), we
have been requested to render our opinion as to the matters hereinafter set
forth.  Capitalized terms used and not otherwise defined herein shall have the
meanings attributed thereto in the Registration Statement.

          In this regard, we have reviewed copies of the Registration Statement
(including the exhibits and amendments thereto) with respect to the offer by the
Company to exchange up to $88,000,000 in aggregate principal amount of its
115/8% Senior Discount Debentures for up to $88,000,000 in aggregate principal
amount of its 115/8% Exchange Debentures.  We have also made such other
investigations of fact and law and have examined the originals, or copies
authenticated to our satisfaction, of such other documents, record, certificates
or other instruments as in our judgment are necessary or appropriate to render
the opinion expressed below.

          The opinion set forth below is limited to the Internal Revenue Code of
1986, as amended (the "Code"), administrative rulings, judicial decisions,
Treasury regulations and other applicable authorities, all as in effect on the
date hereof.  The statutory provisions, regulations, and interpretations upon
which our opinion is based are subject to change, and such changes could apply
retroactively.  Any such change could affect the continuing validity of the
opinion set forth below.  We assume no 



Grove Holdings LLC
June 18, 1998
Page -2-



responsibility to advise you of any subsequent changes in existing law or facts,
nor do we assume any responsibility to update this opinion with respect to any
matters expressly set forth herein, and no opinions are to be implied or may be
inferred beyond the matters expressly so stated.

          Based upon and subject to the foregoing, we are of the opinion that
the discussion of the material anticipated Federal income tax consequences
affecting holders of Debentures in the Exchange Offering set forth in the
Registration Statement under the heading "Certain Federal Income Tax
Consequences" is an accurate general description of such federal income tax
consequences.

          We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, or any amendment pursuant to Rule 462 under the Act, and
to the reference to us under the heading "Legal Matters" in the Prospectus
included in the Registration Statement, or any amendment pursuant to Rule 462
under the Act.  In giving this consent, we do not hereby agree that we come
within the category of persons whose consent is required by the Act or the
Rules.

                         Very truly yours,

                         /s/ PAUL, WEISS, RIFKIND, WHARTON & GARRISON