EXHIBIT 8.1 PAUL, WEISS, RIFKIND, WHARTON & GARRISON 1285 AVENUE OF THE AMERICAS NEW YORK, NEW YORK 10019-6064 August 9, 1999 Anteon Corporation 3211 Jermantown Road Suite 700 Fairfax, VA 22030-2801 REGISTRATION STATEMENT ON FORM S-4 Ladies and Gentlemen: In connection with the Registration Statement on Form S-4 (the "Registration Statement") filed today by Anteon Corporation (the "Issuer"), a Virginia corporation, with the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "Act"), and the rules and regulations under the Act (the "Rules"), we have been requested to render this opinion. Capitalized terms used and not otherwise defined shall have the meanings given those terms in the Registration Statement. In this regard, we have reviewed copies of the Registration Statement (including its exhibits) with respect to the offer by the Issuer to exchange up to $100,000,000 in aggregate principal amount of its 12% Exchange Senior Subordinated Notes due 2009 (the "Exchange Notes") for up to $100,000,000 in aggregate principal amount of its outstanding 12% Senior Subordinated Notes due 2009 (the "Initial Notes"). We have also made those other investigations of fact and law and have examined the originals, or copies authenticated to our satisfaction, of those other Anteon Corporation August 9, 1999 Page -2- documents, records, certificates or other instruments as in our judgment are necessary or appropriate to enable us to render our opinion. Our opinion 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 today. The statutory provisions, regulations and interpretations upon which our opinion is based are subject to change and those changes could apply retroactively. Any change could affect the continuing validity of our opinion. We assume no 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 stated in this letter, and no opinions are to be implied or may be inferred beyond the matters expressly so stated. Based upon and subject to the above, the legal matters and conclusions stated in the Registration Statement under the heading "Certain Federal Income Tax Considerations" constitute our opinion with respect to those matters. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to us under the heading "Legal Matters" in the Prospectus included in the Registration Statement. In giving this consent, we do not admit 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 PAUL, WEISS, RIFKIND, WHARTON & GARRISON