Owens & Minor Inc/VA, et al. – ‘S-3/A’ on 7/28/98 – EX-8

As of:  Tuesday, 7/28/98   ·   Accession #:  916641-98-842   ·   File #s:  333-58665, -01

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Pre-Effective Amendment to Registration Statement for Securities Offered Pursuant to a Transaction   —   Form S-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-3/A       Owens & Minor S-3/A                                   71    416K 
 2: EX-5        Exhibit 5.1                                            2±    11K 
 3: EX-5        Exhibit 5.2                                            3     14K 
 4: EX-8        Exhibit 8.1                                            2±     8K 
 5: EX-23       Exhibit 23.1                                           1      7K 

EX-8   —   Exhibit 8.1

                                                                 EXHIBIT 8.1

[Hunton & Williams Letterhead]

 July 28, 1998

Owens & Minor, Inc.                                                             
4800 Cox Road                                                                   
Glen Allen, Virginia  23060                                                     

 Owens & Minor Trust I
Certain Federal Income Tax Matters

Ladies and Gentlemen:                                                           

        We have acted as counsel to Owens & Minor, Inc. (the
"Company") and Owens & Minor Trust I (the "Trust") in connection with the       
preparation of a Registration Statement on Form S-3 (the "Registration          
Statement"), which has been filed with the Securities and Exchange Commission   
under the Securities Act of 1933, as amended (the "Act"), for the registration  
under the Act of, among other securities, (1) $132 million aggregate principal  
amount of 5.375% Junior Subordinated Convertible Debentures (the "Junior        
Subordinated Debentures") issued by the Company to the Trust and (2) 2,640,000  
$2.6875 Term Convertible Securities, Series A, liquidation amount $50 per       
security, issued by the Trust. We have reviewed copies of (1) the Registration  
Statement and the prospectus included therein (the "Prospectus") and (2) such   
other documents as we have considered necessary or appropriate as a basis for   
the opinion set forth below. We have also relied upon, and assumed the accuracy 
of, certain written representations made to us by the Company.                  

                 Based on the foregoing, we confirm that the statements of law
and legal conclusions contained in the Prospectus under the caption "Certain    
Federal Tax Consequences" constitute our opinion, subject to the assumptions,   
conditions, and limitations described therein, and that the discussion          
thereunder does not omit any material provision with respect to the matters     
covered.                                                                        

          This opinion is solely for your benefit and may not be
distributed to or relied upon by any other person without our prior written     
consent. We do not undertake to advise you of any changes in our opinion        
expressed herein (or under the heading "Certain Federal Income Tax Consequences"
in the Prospectus) resulting from matters that might hereafter arise or be      
brought to our attention.                                                       

                 We consent to the filing of this opinion as an exhibit to the
Registration Statement. We also consent to the reference to Hunton & Williams   
under the captions "Certain Federal Tax Consequences" and "Legal Matters" in the
Prospectus. In giving this consent, we do not admit that we are in the category 
of persons whose consent is required by Section 7 of the Act or the rules and   
regulations promulgated thereunder by the Securities and Exchange Commission.   

                             Very truly yours,

                                 /s/ Hunton & Williams

Dates Referenced Herein

This ‘S-3/A’ Filing		Date		Other Filings
Filed on:		7/28/98		None on these Dates
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