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July 23, 1997
Anvil Knitwear, Inc.
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In connection with Anvil Knitwear, Inc.'s offer to exchange (the
"Exchange Offer") its 10 7/8% Series B Senior Notes due 2007 (the "Old Senior
Notes") for any and all of its 10 7/8% Series A Senior Notes due 2007 (the "New
Senior Notes"), you have requested certain opinions concerning the federal tax
consequences to those holders exchanging Old Senior Notes for New Senior Notes
pursuant to the Exchange Offer.
In preparing our opinions, we have examined Amendment No.1 to the Form
S-4 Registration Statement filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Registration Statement"). In
addition, the opinions set forth herein are based on the applicable provisions
of the Internal Revenue Code of 1986, as amended; the Treasury Regulations
promulgated or proposed thereunder; current positions of the Internal Revenue
Service (the "IRS") contained in published revenue rulings, revenue procedures
and announcements; existing judicial decisions; and other applicable
authorities. There can be no assurance that the IRS will not take a contrary
view, and no ruling from the IRS has been or will be sought. Legislative,
judicial or administrative changes or interpretations may be forthcoming that
could alter or modify the statements and conditions set forth herein. Any such
changes or interpretations may or may not be retroactive and could affect the
tax consequences to holders. Certain holders (including insurance companies,
tax-exempt organizations, financial institutions, broker-dealers, foreign
corporations and persons who are not citizens or residents of the United States)
may be subject to special rules not discussed herein.
Based on the foregoing, in our opinion, under the law in effect on the
date hereof, the exchange of Old Senior Notes for New Senior Notes pursuant to
the Exchange Offer will not be treated as an "exchange" for federal income tax
purposes because the New Senior Notes will not be considered to differ
materially in kind or extent from the Old Senior Notes. Rather, the New Senior
Notes received by a holder will be treated as a continuation of the Old Senior
Notes in the hands of such holder. As a result, there will be no federal income
tax consequences to those holders exchanging Old Senior Notes for New Senior
Notes pursuant to the Exchange Offer.
Anvil Knitwear, Inc
July 23, 1997
Page 2
In conclusion, we should note that unlike a ruling from the IRS,
opinions of counsel are not binding on the IRS. Hence, no assurance can be
given that the opinions stated in this letter will not be successfully
challenged by the IRS or rejected by a court. We express no opinion concerning
any federal income tax matter other than that discussed herein.
Very Truly Yours,
/s/ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇
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