Exhibit 8.1

                      [LETTERHEAD OF JONES, DAY, REAVIS & POGUE]




                                    March 4, 1999



Nasdaq-Amex Investment Product Services, Inc.
c/o The Nasdaq Stock Market, Inc.
1735 K Street, N.W.
Washington, DC 20006

The Bank of New York
101 Barclay Street
New York, NY 10286


                         Re:  Nasdaq-100 Trust, Series 1
                              --------------------------

Ladies and Gentlemen:

     We have acted as counsel for Nasdaq-Amex Investment Product Services, Inc.,
as sponsor (the "Sponsor"), and The Nasdaq Stock Market, Inc.  ("Nasdaq") in
connection with the formation of the Nasdaq-100 Trust, Series 1 (the "Trust")
and the issuance by the Trust of an indefinite number of units of fractional
undivided interest in the Trust (referred to as "Nasdaq-100 Shares").

     In rendering this opinion, we have examined an executed copy of the Trust
Indenture and Agreement dated March 4, 1999 (the "Indenture") and the Standard
Terms and Conditions of Trust, dated as of March 1, 1999 and effective March 4,
1999 (the "Agreement" and collectively with the Indenture, the "Trust
Agreement"), both between the Sponsor and The Bank of New York, as trustee (the
"Trustee").  The Trust Agreement established the Trust into which Susquehanna
Investment Group, as the initial depositor, deposited the securities and the
cash component specified in Exhibit A to the Indenture, to be held by the
Trustee upon the terms and conditions set forth in the Trust Agreement for the
benefit of beneficial owners of the Trust.

     In rendering this opinion we have assumed that the Trust intends to and
will qualify for and elect tax treatment as a regulated investment company
("RIC") under the Internal Revenue Code of 1986, as amended (the "Code") and
that the Trust will properly elect to be treated as an association taxable as a
corporation (collectively, the "Elections").  We have also assumed that the
gross annual payroll of the Trust will be $1,000,000 or less and that the Trust
will be managed and conduct its affairs in the manner described in the
Registration Statement referenced below and in the Trust Agreement.



Nasdaq-Amex Investment Product Services, Inc.
The Bank of New York
March 4, 1999
Page 2




     Based upon the foregoing and upon an examination of such other documents
and an investigation of such matters of law as we have deemed necessary, we are
of the opinion  that, under existing statutes and decisions:

     1.   Assuming that the Elections are made and the Trust otherwise qualifies
as a RIC, the Trust would not be subject to federal income tax on such part of
its net income and capital gain, if any, as is timely distributed to holders of
Nasdaq-100 Shares.

     2.   The Trust will be subject to New York State and New York City
franchise and general corporation tax.  However, in any fiscal year in which the
Trust qualifies as a RIC under Section 851 of the Code, and distributes all of
its net income and capital gains to holders of Nasdaq-100 Shares, the sum of
such New York State and New York City tax to which the Trust will be subject
will not exceed $5,000.00.

     Our opinions expressed above are limited to the laws of the State of New
York and the Federal laws of the United States.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement (File No. 333-61001) relating to Nasdaq-100 Shares and
consent to the reference to our firm in the Registration Statement under the
caption "Legal Opinion."  Each of the matters set forth herein is as of the date
hereof, and we hereby undertake no, and disclaim any, obligation to advise you
of any change in any matters set forth herein or upon which this opinion is
based.

                                   Very truly yours,

                                   /s/  JONES, DAY, REAVIS & POGUE

                                   Jones, Day, Reavis & Pogue