CTS Corp – ‘S-4’ on 9/3/97 – EX-8.1

As of:  Wednesday, 9/3/97   ·   Accession #:  912057-97-29783   ·   File #:  333-34861

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Registration of Securities Issued in a Business-Combination Transaction   —   Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4         Registration of Securities Issued in a               249   1.33M 
                          Business-Combination Transaction                       
 2: EX-3.2      Cts By-Laws Dated 6/25/92                             11     55K 
 3: EX-5.1      Opinion of Jeannine M. Davis                           1     11K 
 4: EX-8.1      Opinion of Jones Day                                   1     10K 
 5: EX-10.1     Employment Contract Dated 6/24/94                      3     25K 
 6: EX-10.4     1986 Stock and Cash Bonus Plan                         6     27K 
 7: EX-10.5     1988 Stock and Cash Bonus Plan                        10     45K 
 8: EX-10.6     1996 Stock Option Plan                                 6     27K 
 9: EX-10.7     Indemnification Agreement                              4     25K 
10: EX-10.8     Severance Agreement                                   20     79K 
11: EX-21.1     Consent of Jp Morgan                                   1      9K 
12: EX-23.1     Consent of Ernst & Young                               1      9K 
13: EX-23.2     Consent of Price Waterhouse                            1      9K 
14: EX-23.4     Consent of J. P. Morgan                                1      9K 
15: EX-23.5     Consent of Wasserstein                                 1      9K 
16: EX-99.1     Cts Shareholder Letter                                 2±    14K 
17: EX-99.2     Cts Notice                                             2±    12K 
18: EX-99.3     Dynamics Corp Shareholder                              2±    13K 
19: EX-99.4     Dynamics Corp Notice                                   2±    13K 
20: EX-99.5     Form of Election                                      12     56K 
21: EX-99.6     Notice of Guarantee Delivery                           3     16K 

EX-8.1   —   Opinion of Jones Day

EX-8.1
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                                                                     Exhibit 8.1

                                                               September 2, 1997

CTS Corporation                                                                 
905 West Boulevard North                                                        
Elkhart, IN 46514                                                               

Re:  Joint Proxy Statement/Prospectus of CTS                    
Corporation and Dynamics Corporation of America           

Gentlemen:                                                                      

 We have acted as counsel to CTS Corporation (the "Company") in connection
with the Joint Proxy Statement/Prospectus on Form S-4, dated September 2, 1997  
(the "Joint Proxy Statement/Prospectus") relating to the merger of Dynamics     
Corporation of America ("DCA") with and into a subsidiary of the Company. Unless
otherwise indicated, any defined terms used herein have the same meaning as in  
the Joint Proxy Statement/Prospectus. We are of the opinion that the section of 
the Joint Proxy Statement/ Prospectus entitled "The Merger--Certain Federal     
Income Tax Consequences" accurately summarizes the material federal income tax  
consequences of the Merger to holders of DCA Common Stock. In connection with   
the foregoing opinion, we have relied, without independent investigation, upon  
the completeness and accuracy of the statements and representations of facts set
forth in the Merger Agreement and the Joint Proxy Statement/Prospectus, and     
representations of the managements of the companies with respect to certain     
additional facts.                                                               

   We hereby consent to the filing with the Securities and Exchange Commission
of this opinion as an exhibit to the Joint Proxy Statement/Prospectus.          

                 Very truly yours,

                              /s/ Jones, Day, Reavis & Pogue

                          Jones, Day, Reavis & Pogue

Dates Referenced Herein

This ‘S-4’ Filing		Date		Other Filings
Filed on:		9/3/97		None on these Dates
		9/2/97
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