Oil Dri Corp of America – ‘S-3’ on 5/16/97 – EX-8.1

As of:  Friday, 5/16/97   ·   Accession #:  74046-97-7   ·   File #:  333-27231

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

Document/Exhibit                   Description                      Pages   Size 

 1: S-3         Registration Statement for Securities Offered         25    102K 
                          Pursuant to a Transaction                              
 2: EX-8.1      Opinion re: Tax Matters                                2     10K 
 3: EX-23.1     Consent of Experts or Counsel                          2      6K 

EX-8.1   —   Opinion re: Tax Matters

EX-8.1
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                                       EXHIBIT 8.1

SONNENSCHEIN NATH & ROSENTHAL                 
8000 Sears Tower                  
Chicago, IL  60606                  

Dennis N. Newman                
(312) 876-8179                

May 15, 1997                

Securities and Exchange Commission                                              
450 Fifth Street, N.W.                                                          
Judiciary Plaza                                                                 
Washington, D.C. 20549                                                          

Ladies and Gentlemen:                                                           

A  Registration  Statement on Form S-3  (the  "Registration         
Statement")  is being filed on or about the date of  this  letter               
with the Securities and Exchange Commission to register shares of               
common  stock, par value $.10 per share (the "Shares") and shares               
of  Class A Common Stock, par value $.10 per share (collectively,               
with  the Shares, the "Stock"), of Oil-Dri Corporation of America               
(the  "Company") which may from time to time be  offered  by  the               
Company  in  connection with the Oil-Dri Corporation  of  America               
1995  Long-Term Incentive Plan (the "Plan").  The  Stock  may  be               
issued  to employees granted certain awards of Stock pursuant  to               
the  Plan  ("Stock  Awards")  or their transferees  ("Permissible               
Transferees").  This opinion is delivered in accordance with  the               
requirements  of  Item  601(b)(5) of  Regulation  S-K  under  the               
Securities Act of 1933, as amended.                                             

We  have acted as counsel to the Company in connection with         
the  Registration Statement.  In rendering this opinion, we  have               
examined and are familiar with originals or copies, certified  or               
otherwise  identified  to  our  satisfaction,  of  the  corporate               
records   of   the   Company,  including   its   Certificate   of               
Incorporation, as amended, its By-Laws, and minutes of directors'               
and  stockholders' meetings, and such other documents  (including               
the  Plan)  and certificates of public officials, which  we  have               
deemed  relevant  or necessary as the basis for  the  opinion  as               
hereinafter set forth.                                                          

We  have assumed the legal capacity of all natural persons,         
the  genuineness  of  all  signatures, the  authenticity  of  all               
documents  submitted  to  us  as  originals,  the  conformity  to               
original  documents of all documents submitted to us as certified               
or  photostatic copies and the authenticity of the  originals  of               
such  latter  documents.  In making our examination of  documents               
executed by parties other than the Company, we have assumed  that               
such parties had the power, corporate or otherwise, to enter into               
and  to perform their respective obligations thereunder and  have               
also  assumed  the  due  authorization by all  requisite  action,               
corporate  or otherwise, and the execution and delivery  by  such               
parties  of  such documents and the validity and  binding  effect               
thereof.   As  to  any  facts material to the  opinion  expressed               
herein,  we  have  relied  upon oral or  written  statements  and               
representations  of  officers and other  representatives  of  the               
Company and others.                                                             

EX-8.1
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Based  upon and subject to the foregoing, it is our opinion         
that the shares of Stock that will be originally issued under the               
Plan have been duly authorized and, when issued pursuant to,  and               
in  accordance with the Plan, will be validly issued, fully  paid               
and  non-assessable.   We  are also of  the  opinion  that  under               
current  law, the discussion set forth under the heading "Federal               
Income  Tax Consequences" in the Registration Statement, although               
general in nature, is an accurate summary of the material federal               
income tax consequences related to Stock Awards granted under the               
Plan  which have been transferred by the participant as permitted               
thereunder.                                                                     

We consent to the inclusion of this opinion as an exhibit to          
the  Registration Statement and to the reference to  Sonnenschein               
Nath  & Rosenthal under the caption "Experts" in the Registration               
Statement.                                                                      

       Very truly yours,

         SONNENSCHEIN NATH & ROSENTHAL

      By:   /s/ DENNIS N. NEWMAN
            Dennis N. Newman

Dates Referenced Herein

				Referenced-On Page
This ‘S-3’ Filing		Date		First		Last			Other Filings
Filed on:		5/16/97							None on these Dates
		5/15/97		1
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