KIRKLAND & ELLIS
                PARTNERSHIPS INCLUDING PROFESSIONAL CORPORATIONS

                                Citigroup Center
                              153 East 53rd Street
                         New York, New York 10022-4675
                                  212-446-4800
                            Facsimile: 212 446-4900

                                                                    Exhibit 8.1

                                August 14, 2001



Sealy Mattress Company
One Office Parkway
Trinity, North Carolina 27370

          Re:  Exchange Offer for $125,000,000 9.875% Senior Subordinated Notes
               due 2007 for $125,000,000 9.875% Series C Senior Notes due 2007

Ladies and Gentlemen:

     We have acted as counsel to Sealy Mattress Company (the "Company") and the
Subsidiary Guarantors (together with the Company, the "Registrants") in
connection with the proposed offer (the "Exchange Offer") to exchange an
aggregate principal amount of up to $125,000,000 9.875% Senior Subordinated
Notes due 2007 (the "Old Notes") for $125,000,000 9.875% Series C Senior
Subordinated Notes due 2007 (the "Exchange Notes"), pursuant to a Registration
Statement on Form S-4 filed with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Securities
Act"). Such Registration Statement, as amended or supplemented, is hereinafter
referred to as the "Registration Statement".

     You have requested our opinion as to certain United States federal income
tax consequences of the Exchange Offer. In preparing our opinion, we have
reviewed and relied upon the Registration Statement and such other documents as
we deemed necessary.

     On the basis of the foregoing, it is our opinion that the exchange of the
Old Notes for the Exchange Notes pursuant to the Exchange Offer will not be
treated as an "exchange" for United States federal income tax purposes, because
the Exchange Notes will not be considered to be a "significant modification" of
the Old Notes. Rather, the Exchange Notes received by a holder will be treated
as a continuation of the Old Notes in the hands of that holder. Accordingly,
there will be no federal income tax consequences to holders solely as a result
of the exchange of the Old Notes for Exchange Notes under the Exchange Offer.



Sealy Mattress Company
August 14, 2001
Page 2



     The opinion set forth above is based upon 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. No
tax ruling has been sought from the IRS with respect to any of the matters
discussed herein. Unlike a ruling from the IRS, an opinion of counsel is not
binding on the IRS. Hence no assurance can be given that the opinion stated in
this letter will not be successfully challenged by the IRS or that a court would
reach the same conclusion. We express no opinion concerning any tax consequences
of the Exchange Offer except as expressly set forth above. Moreover, we assume
no obligation to revise or supplement this opinion should the authorities
referred to above be amended by legislative, judicial or administrative action.

     We consent to the filing of this opinion as an exhibit to the registration
statement, to the reference to this firm and the inclusion of our opinion in the
section entitled "United States Federal Income Tax Considerations" in the
registration statement. In giving this consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission promulgated thereunder.

                                                     Very truly yours,



                                                     /s/ KIRKLAND & ELLIS