KRAMER LEVIN TAX OPINION
Published on
KRAMER, LEVIN, NAFTALIS, NESSEN
KAMIN & FRANKEL
Exhibit 8.1
January 27, 1994
Kaiser Aluminum Corporation
5847 San Felipe, Suite 2600
Houston, Texas 77057-3010
Gentlemen:
We refer to the Registration Statement on Form S-3 (the
"Registration Statement") filed with the Securities and Exchange
Commission on January 27, 1994, as amended, in connection with the
proposed sale by Kaiser Aluminum Corporation (the "Company") of
PRIDES Convertible Preferred Stock, par value $.05 per share
("PRIDES").
We prepared the discussion contained in the Registration
Statement under the caption "Certain Federal Income Tax
Considerations." In our opinion such discussion sets forth the
material federal income tax consequences applicable to holders of
shares of PRIDES.
In formulating our opinion herein, we have examined such
documents as we have deemed appropriate, including the Registration
Statement and the Exhibits attached thereto. We have assumed, with
your consent, that all documents submitted to us are photocopies
that faithfully reproduce the originals thereof attached as
Exhibits to the Registration Statement, that all such documents
have been or will be duly executed to the extent required, that all
representations and statements set forth in such documents are true
and correct, and that all obligations imposed by any such documents
on the parties thereto have been or will be performed or satisfied
in accordance with their terms. We have also obtained such
additional information and representations as we have deemed
relevant and necessary through consultation with various officers
and directors of the Company.
Our opinion is based on current provisions of the
Internal Revenue Code of 1986, as amended, the Treasury Regulations
promulgated thereunder, published pronouncements of the Internal
Revenue Service, and case law, any of which may be
Kaiser Aluminum Corporation
January 27, 1994
Page 2
changed at any time with retroactive effect. No opinion is
expressed on any matters other than those specifically referred to
herein.
We hereby consent to your filing this opinion as an
exhibit to the Registration Statement and to the reference of our
firm therein.
Very truly yours,
/s/Kramer, Levin, Naftalis,
Nessen, Kamin & Frankel
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Kramer, Levin, Naftalis,
Nessen, Kamin & Frankel