EXHIBIT 8.1


                         [Thompson Hine LLP Letterhead]


August 19, 2003

Jo-Ann Stores, Inc.
5555 Darrow Road
Hudson, Ohio 44236


     Re: Jo-Ann Stores, Inc. - Proxy Statement/Prospectus included in
         Registration Statement on Form S-4 (No. 333-105379)


Ladies and Gentlemen:

We have acted as counsel to Jo-Ann Stores, Inc., an Ohio corporation ("Jo-Ann
Stores"), in connection with the proposed reclassification, whereby each share
of Jo-Ann Stores' Class A voting common shares will be exchanged for 1.15 shares
of Jo-Ann Stores' Class B non-voting common shares, followed immediately by the
amendment of Jo-Ann Stores' articles of incorporation to provide for one vote
for each share of Class B common shares - that will be redesignated as Jo-Ann
Stores' Common Shares (the "reclassification"). This opinion is being furnished
in connection with the proxy statement/prospectus (the "proxy
statement/prospectus") which is included in the Registration Statement (No.
333-105379) on Form S-4 of Jo-Ann Stores (the "Form S-4 Registration Statement")
filed on the date hereof with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Securities
Act"), and in accordance with the requirements of Item 601(b)(8) of Regulation
S-K under the Securities Act.

In rendering our opinion set forth in the proxy statement/prospectus under the
caption "United States Federal Income Tax Consequences," we have reviewed the
proxy statement/prospectus and such other materials as we have deemed necessary
or appropriate as a basis for our opinion and we have relied upon the reasons
for carrying out the reclassification as described in the proxy
statement/prospectus. In addition, we have considered the applicable provisions
of the Internal Revenue Code of 1986, as amended (the "Code"), Treasury
Regulations promulgated thereunder (the "Regulations"), pertinent judicial
authorities, rulings of the Internal Revenue Service (the "IRS") and such other
authorities as we have considered relevant, in each case, in effect on the date
hereof. It should be noted that the Code, the Regulations, judicial decisions,
administrative interpretations and such other authorities are subject to change
at any time and, in some circumstances, with retroactive effect. Additionally,
our opinion is not binding on the IRS or a court and, accordingly, the IRS may
assert a position contrary to our opinion and a court may agree with the IRS's
position. A material change in any of the authorities upon which our opinion is
based, or any variation or difference in any fact from those set forth or
assumed herein or in the proxy statement/prospectus, could affect our
conclusions stated herein.





Based solely upon and subject to the foregoing, the discussion in the proxy
statement/prospectus under the caption "United States Federal Income Tax
Consequences" constitutes the tax opinion rendered by us regarding the material
U.S. federal income tax consequences of the reclassification to Jo-Ann Stores,
holders of Jo-Ann Stores' Class A voting common shares, and holders of Jo-Ann
Stores' Class B non-voting common shares.

We hereby consent to the inclusion of our opinion in the proxy
statement/prospectus, the filing of this short-form opinion as an exhibit to the
Form S-4 Registration Statement, and the naming of us in the proxy
statement/prospectus and the Form S-4 Registration Statement as having provided
the opinion.


Very truly yours,

/s/ Thompson Hine LLP