EXHIBIT 8.1 September 26, 1997 TPG HOLDINGS, INC. 3353 Peachtree Road Suite 920 Atlanta, Georgia 30326 RE: ACQUISITION AGREEMENT AND PLAN OF MERGER WITH LUNN INDUSTRIES, INC., AS AMENDED Gentlemen: We have acted as counsel to TPG Holdings, Inc., a...Lunn Industries Inc /De/ • September 26th, 1997 • Metal forgings & stampings
We have acted as counsel to TPG Holdings, Inc., a Delaware corporation ("TPG"), in connection with (i) the Registration Statement on Form S-4 of Lunn Industries, Inc., a Delaware corporation ("Lunn"), to which this opinion letter is filed as an exhibit (the "Registration Statement"), which includes a Proxy Statement/Prospectus of TPG and Lunn ("Proxy Statement/Prospectus"), and (ii) the execution and delivery of the Acquisition Agreement and Plan of Merger, dated as of June 6, 1997, as amended by amendment dated as of August 22, 1997, between TPG and Lunn (the "Agreement"). The Agreement provides for the merger of TPG with and into Lunn (the "Merger"), with Lunn surviving. Unless otherwise defined herein or the context hereof otherwise requires, each term used herein with its initial letter capitalized has the meaning ascribed to such term in the Agreement.
