EXHIBIT 8.1

                  SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
                             Four Times Square
                          New York, New York 10036


                                                          [             ], 2001


Fedders Corporation
505 Martinsville Road
Liberty Corner, New Jersey  07938-0813

Ladies and Gentlemen:

         We have acted as counsel to Fedders Corporation, a Delaware
corporation ("Fedders"), in connection with the proposed merger (the
"Merger") of FC Merger Sub, Inc., a Delaware corporation and a direct
wholly owned subsidiary of Fedders ("Merger Sub"), with and into Fedders,
pursuant to the Recapitalization Agreement and Plan of Merger, dated as of
[ ], 2001, by and among Fedders and Merger Sub (the "Recapitalization
Agreement"). This opinion is being furnished in connection with the proxy
statement/prospectus (the "Proxy Statement/Prospectus") which is included
in Amendment No. 1 to the Registration Statement (No. 333-58876) on Form
S-4 of Fedders (the "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 below, we have reviewed the
Proxy Statement/Prospectus and such other materials as we have deemed
necessary or appropriate as a basis for our opinion. 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, although the
discussion in the Proxy Statement/Prospectus under the caption "MATERIAL
FEDERAL INCOME TAX CONSEQUENCES OF THE RECAPITALIZATION" does not purport
to discuss all of the anticipated United States federal income tax
consequences of the Merger, it is our opinion that such discussion
constitutes in all materials respects a fair and accurate summary of the
anticipated United States federal income tax consequences of the Merger
under existing law.

         Except as expressly set forth above, we express no other opinion
regarding the tax consequences of the Merger. In accordance with the
requirements of Item 601(b)(23) of Regulation S-K under the Securities Act,
we hereby consent to the use of our name under the caption "MATERIAL
FEDERAL INCOME TAX CONSEQUENCES OF THE RECAPITALIZATION" in the Proxy
Statement/Prospectus and to the filing of this opinion as an Exhibit to the
Registration Statement. In giving this consent, we do not admit that we
come within the category of persons whose consent is required under Section
7 of the Securities Act or the rules and regulations of the Commission
thereunder.

                                                     Very truly yours,