EX-8.1 41 file41.htm PAUL, WEISS TAX OPINION


                  Paul, Weiss, Rifkind, Wharton & Garrison LLP
                           1285 Avenue of the Americas
                          New York, New York 10019-6064
                                 (212) 373-3000



                                 June 13, 2007


Harland Clarke Holdings Corp.
2939 Miller Road
Decatur, GA 30035

Ladies and Gentlemen:

                  We have acted as United States federal income tax counsel for
Harland Clarke Holdings Corp. (the "Company") in connection with the offer to
exchange (the "Exchange Offer") $305,000,000 aggregate principal amount of
Senior Floating Rate Notes due 2015 and $310,000,000 aggregate principal amount
of 9.50% Senior Fixed Rate Notes due 2015 (collectively, the "Exchange Notes")
and the guarantees of the Exchange Notes (the "Exchange Guarantees"), for the
same aggregate principal amounts of substantially identical Senior Floating Rate
Notes due 2015 and 9.50% Senior Fixed Rate Notes due 2015 (collectively, the
"Initial Notes") and the guarantees of the Initial Notes (the "Initial
Guarantees"), respectively. The Initial Notes and the Initial Guarantees were
issued pursuant to the Offering Memorandum dated as of April 26, 2007 in an
offering that was exempt from registration under the Securities Act of 1933, as
amended (the "Securities Act").

                  We have been requested to render our opinion as to certain tax
matters in connection with the Registration Statement on Form S-4 (the
"Registration Statement"), relating to the registration by the Company and the
other co-issuers (the "Co-Issuers") listed in the Registration Statement of the
Exchange Notes and by the guarantors (the "Guarantors") listed in the
Registration Statement of the Exchange Guarantees to be offered in the Exchange
Offer, filed by the Company, the Co-Issuers and the Guarantors with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Act and the rules and regulations of the Commission promulgated thereunder (the
"Rules"). Capitalized terms used but not defined herein have the respective
meanings ascribed to them in the Registration Statement.

                  In rendering our opinion, we have examined originals or
copies, certified or otherwise identified to our satisfaction, of such
agreements and other documents as we have deemed relevant and necessary and we
have made such investigations of law as we have deemed appropriate as a basis
for the opinion expressed below. In our examination, we have assumed, without
independent verification, (i) the authenticity of original documents, (ii) the
accuracy of copies and the genuineness of signatures, (iii) that the





execution and delivery by the Company of each document to which it is a party
and the performance by such party of its obligations thereunder have been
authorized by all necessary measures and do not violate or result in a breach of
or default under such party's certificate or instrument of formation and by-laws
or the laws of such party's jurisdiction of organization, (iv) that each such
agreement represents the entire agreement between the parties with respect to
the subject matter thereof, (v) the parties to each agreement have complied, and
will comply, with all of their respective covenants, agreements and undertakings
contained therein and (vi) the transactions provided for by each agreement were
and will be carried out in accordance with their terms.

                  The opinion set forth below is limited to the Internal Revenue
Code of 1986, as amended, administrative rulings, judicial decisions, treasury
regulations and other applicable authorities, all as in effect on the date
hereof. The statutory provisions, regulations, and interpretations upon which
our opinion is based are subject to change, and such changes could apply
retroactively. Any such change could affect the continuing validity of the
opinion set forth below.

                  The opinion set forth herein has no binding effect on the
United States Internal Revenue Service or the courts of the United States. No
assurance can be given that, if the matter were contested, a court would agree
with the opinion set forth herein.

                  Based upon and subject to the foregoing, and subject to the
qualifications set forth herein, we are of the opinion that the statements set
forth under the caption "Certain United States Federal Tax Considerations" in
the Registration Statement are an accurate general description of the United
States federal income tax consequences described therein. Such statements do
not, however, purport to discuss all United States federal income tax
consequences and are limited to those United States federal income tax
consequences specifically discussed therein and subject to the qualifications
set forth therein.

                  In giving the foregoing opinion, we express no opinion other
than as to the federal income tax laws of the United States of America.
Furthermore, in rendering our opinion, we have made no independent investigation
of the facts referred to herein and have relied for the purpose of rendering
this opinion exclusively on those facts that have been provided to us by you and
your agents, which we assume have been, and will continue to be, true.

                  We are furnishing this letter in our capacity as United States
federal income tax counsel to the Company. This letter is not to be used,
circulated, quoted or otherwise referred to for any other purpose, except as set
forth below. We assume no responsibility to advise you of any subsequent changes
in existing laws or facts, nor do we assume any responsibility to update this
opinion.

                  We hereby consent to the filing of this opinion as an Exhibit
to the Registration Statement. The issuance of such consent does not concede
that we are an "expert" for purposes of the Securities Act or the Rules.






                                Very truly yours,

                                /s/ Paul, Weiss, Rifkind, Wharton & Garrison LLP

                                PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP