Zale Corp, et al. – ‘S-4/A’ on 1/27/98 – EX-8.1

As of:  Tuesday, 1/27/98   ·   Accession #:  950134-98-566   ·   File #s:  333-39473, -01

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

Document/Exhibit                   Description                      Pages   Size 

 1: S-4/A       Amendment No.1 to Form S-4                           120    640K 
 2: EX-5.1      Opinion & Consent of Troutman Sanders LLP              2     11K 
 3: EX-8.1      Opinion & Consent of Troutman Sanders LLP-Tax          2      9K 
 4: EX-23.2     Consent of Arthur Andersen LLP                         1      6K 
 5: EX-25.1     Form T-1 Statement of Eligibility of Trustee          33     72K 

EX-8.1   —   Opinion & Consent of Troutman Sanders LLP-Tax

EX-8.1
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EXHIBIT 8.1 

Troutman Sanders LLP
600 Peachtree Street
Atlanta, GA 30308 
404-885-3000

January 27, 1998

Zale Corporation                                                                
Zale Delaware, Inc.                                                             
901 W. Walnut Hill Lane                                                         
Irving, Texas 75038-1003                                                        

Re:   Zale Corporation                                          
Certain Federal Income Tax Considerations           

Gentlemen:                                                                      

        We have acted as special tax counsel to Zale Corporation (the "Company")
and Zale Delaware, Inc. ("ZDel" or the "Guarantor") in connection with the      
preparation of a Registration Statement on Form S-4, as amended (the            
"Registration Statement"), which has been filed with the Securities and         
Exchange Commission under the Securities Act of 1933, as amended (the "Act"),   
relating to the proposed offer to exchange up to $100,000,000 aggregate         
principal amount of the Company's 8 1/2% Exchange Notes due 2007 (the "Exchange 
Notes") for a like principal amount of its outstanding 8 1/2% Senior Notes due  
2007 (the "Original Notes"), of which $100,000,000 aggregate principal amount   
are issued and outstanding. The Exchange Notes will be guaranteed by ZDel with  
respect to the payment of distributions and payments upon liquidation,          
redemption and otherwise to the extent set forth in the Prospectus (the         
"Prospectus") filed as part of the Registration Statement.                      

We have reviewed copies of the Registration Statement and the   
Prospectus and such other documents as we have deemed necessary or appropriate  
as a basis for the opinion set forth below.                                     

   Based on the foregoing, we are of the opinion that if the offer and
sale of the Exchange Notes are conducted in the manner described in the         
Prospectus and if the terms of the Exchange Notes are as contemplated by the    
Prospectus, then the exchange of Original Notes for Exchange Notes pursuant to  
the Exchange Offer should not constitute a significant modification of the      
terms of the Original Notes and, therefore, such exchange should not constitute 
an exchange for federal income tax purposes and should have no federal income   
tax consequences to holders of the Original Notes.                              

EX-8.1
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Zale Corporation                                                                
Zale Delaware, Inc.                                                             
January 8, 1997                                                                 
Page 2                                                                          

We consent to the filing of this opinion as an exhibit to the   
Registration Statement. In giving the foregoing consent, we do not hereby admit 
that we come within the category of persons whose consent is required under     
Section 7 of the Act or the rules and regulations of the Commission thereunder. 

               Very truly yours,

                      /s/ Troutman Sanders LLP

                  TROUTMAN SANDERS LLP

Dates Referenced Herein

				Referenced-On Page
This ‘S-4/A’ Filing		Date		First		Last			Other Filings
Filed on:		1/27/98		1					None on these Dates
		1/8/97		2
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