Exhibit 8.2




                               _______ ____, 2002



Directors and Shareholders
Avatech Solutions, Inc.
11403-A Cronhill Drive
Owings Mills, Maryland 21117

     Re:  OPINION LETTER

Ladies and Gentlemen:

     We have acted as counsel to Avatech Solutions, Inc. a Delaware corporation,
(the "Company"), in connection with the preparation and execution of the
Agreement and Plan of Merger (the "Agreement"), dated as of May 1, 2002, by and
among the Company, PlanetCAD Inc., a Delaware corporation (the "Acquiror"), and
Raven Acquisition Corporation, a Delaware corporation and a wholly-owned
subsidiary of the Acquiror (the "Merger Sub").

     This opinion is being furnished to the Company pursuant to Section 6.2(d)
of the Agreement and with the understanding that the receipt of this letter is a
condition precedent to Company's agreement to merge with Merger Sub. Pursuant to
the Agreement, Merger Sub will merge with and into the Company (the "Merger").
All section references in this opinion, unless otherwise indicated, are to the
Internal Revenue Code of 1986, as amended (the "Code"). Capitalized terms used
in this opinion, which are not otherwise defined in this opinion, shall have the
respective meanings assigned to them in the Agreement.

     In our capacity as counsel to the Company and in rendering the opinions set
forth below, we have examined and, with your consent, have relied upon (without
any independent investigation or review thereof) the following documents
(including all exhibits and schedules thereto):

     (i)  the Agreement;

     (ii) the Acquiror's Form S-4/A Registration Statement under the Securities
Act of 1933 (Registration No. 333-____) filed with the Securities and Exchange
Commission on July __, 2002 (the "Registration Statement");


Directors and Shareholders
Avatech Solutions, Inc.
_____ ___, 2002
Page 2

     (iii) representations and certifications made to us by the Company
(attached hereto as EXHIBIT A);

     (iv) representations and certifications made to us by Acquiror (attached
hereto as EXHIBIT B);

     (v)  such other instruments and documents related to the formation,
organization and operation of the Company, Acquiror and Merger Sub or to the
consummation of the Merger and the transactions contemplated thereby as we have
deemed necessary or appropriate in order to enable us to render this opinion,
subject to the limitations, assumptions, and qualifications noted below.

     In addition, we have reviewed the form of opinion of counsel, which will be
delivered to Acquiror from Hogan & Hartson L.L.P., with respect to the tax
consequences of the proposed transaction (the "Hogan Opinion").

     Based solely upon our review of the documents set forth above and the
information contained therein (which information we have not attempted to verify
in any respect), and in reliance upon such documents and information, we
understand that the proposed transaction and the relevant facts with respect
thereto are as follows:

     The Company resells design automation software and supports its customers
in the integration of this software by offering training, technical support and
professional services. Merger Sub was organized solely for the purpose of
accomplishing the merger described below.

     For the reasons set forth in the Registration Statement, it is proposed
that pursuant to the Agreement and the laws of the State of Delaware, Merger Sub
will merge with and into the Company. Merger Sub's separate corporate existence
will cease and the Company will be the surviving corporation (the "Surviving
Corporation"). As the Surviving Corporation, the Company will succeed to all of
the assets and liabilities of Merger Sub under Delaware corporate law.

     By virtue of the Merger, each share of the Company Common Stock, excluding
any Treasury Shares, issued and outstanding at the Effective Time will be
converted into the right to receive that number of shares of Acquiror Common
Stock equal to the Exchange Ratio. The Exchange Ratio will be determined by
dividing three times the number of shares of Acquiror


Directors and Shareholders
Avatech Solutions, Inc.
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Common Stock outstanding prior to the Merger by the number of shares of Company
Common Stock outstanding prior to the Merger. As a result, Acquiror stockholders
will own approximately 25% of the outstanding Acquiror Common Stock following
the Merger and Company stockholders will own approximately 75%. Fractional
shares of Acquiror Common Stock will not be issued in the Merger. Company
stockholders will receive cash instead of, fractional shares of Acquiror Common
Stock as if the fractional shares were distributed as part of the Merger and
then were redeemed by Acquiror.

     In connection with rendering this opinion, we have assumed or obtained
representations (and, with your consent, are relying thereon, without any
independent investigation or review thereof, although we are not aware of any
material facts or circumstances contrary to or inconsistent therewith) that:

     1.   All information contained in each of the documents we have examined
and relied upon in connection with the preparation of this opinion is accurate
and completely describes all material facts relevant to our opinion. With
respect to such documents, we have also assumed the genuineness of all
signatures, the legal capacity of all individuals signing the documents, the
authenticity of the documents and the conformity with originals of all documents
submitted to us as copies. We have further assumed that there has been (or will
be by the Effective Time of the Merger) due execution and delivery of all
documents where due execution and delivery are prerequisites to the
effectiveness thereof.

     2.   The Merger will be consummated in accordance with Delaware law and
will qualify as a statutory merger under Delaware law.

     3.   All representations made in the exhibits hereto are true, correct, and
complete in all material respects.

     4.   The Merger will be consummated in accordance with the Agreement and as
described in the Registration Statement (including satisfaction of all covenants
and conditions to the obligations of the parties without amendment or waiver
thereof); each of Acquiror, Merger Sub and the Company will comply with all
reporting obligations with respect to the Merger required under the Code and the
Treasury Regulations thereunder; and the Agreement and all other documents and
instruments referred to therein or in the Registration Statement are valid and
binding in accordance with their terms.


Directors and Shareholders
Avatech Solutions, Inc.
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     5.   The Hogan Opinion has been concurrently delivered and not withdrawn.

     Based upon and subject to the assumptions and qualifications set forth
herein, it is our opinion that for federal income tax purposes: (i) the Merger
will qualify as a reorganization within the meaning of Section 368(a); and (ii)
the discussion in the Registration Statement under the heading "Material United
States Federal Income Tax Consequences of the Merger," to the extent such
discussion describes applicable federal income tax law, is correct in all
material respects, as of the date hereof.

     In addition to the assumptions set forth above, this opinion is subject to
the exceptions, limitations and qualifications set forth below:

     1.   This opinion represents and is based upon our best judgment regarding
the application of relevant current provisions of the Code and interpretations
of the foregoing as expressed in existing court decisions, administrative
determinations (including the practices and procedures of the Internal Revenue
Service (the "IRS") in issuing private letter rulings, which are not binding on
the IRS except with respect to the taxpayer that receives such a ruling) and
published rulings and procedures all as of the date hereof. An opinion of
counsel merely represents counsel's best judgment with respect to the probable
outcome on the merits and is not binding on the IRS or the courts. There can be
no assurance that positions contrary to our opinions will not be taken by the
IRS, or that a court considering the issues would not hold contrary to such
opinions. The Company has not requested a ruling from the IRS (and no ruling
will be sought) as to any of the federal income tax consequences addressed in
this opinion. Furthermore, no assurance can be given that future legislative,
judicial or administrative changes, on either a prospective or retroactive
basis, would not adversely affect the accuracy of the opinion expressed herein.
Nevertheless, we undertake no responsibility to advise you of any new
developments in the law or in the application or interpretation of the federal
income tax laws.

     2.   This letter addresses only the specific tax opinions set forth above.
This letter does not address any other federal, state, local or foreign tax
consequences that may result from the Merger or any other transaction (including
any transaction undertaken in connection with the Merger).

     3.   Our opinion is intended to address only the tax consequences to the
Company and its shareholders generally and is not intended to address (nor may
it be relied upon for) the tax consequences to Acquiror or any other person. We
express no opinion regarding, among other


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Avatech Solutions, Inc.
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things, the tax consequences of the Merger (including the opinion set forth
above) as applied to specific stockholders of the Company, such as dealers in
securities, corporate shareholders subject to the alternative minimum tax,
foreign persons, and holders of shares acquired upon exercise of stock options
or in other compensatory transactions.

     4.   Our opinion set forth herein is based upon the description of the
contemplated transaction as set forth above in (i) this opinion, (ii) the
Agreement; and (iii) Registration Statement. If the actual facts relating to any
aspect of the transaction differ from this description in any material respect,
our opinion may become inapplicable. No opinion is expressed as to any
transaction other than as set forth above. In the event any one of the
statements, representations, warranties or assumptions upon which we have relied
to issue this opinion is incorrect, our opinion might be adversely affected and
may not be relied upon.

     5.   In basing matters set forth herein on our knowledge or awareness, the
words "knowledge" and "awareness" (and any variations thereof) signify that in
the course of our representation as counsel to the Company, no information has
come to our attention that would give us actual knowledge or actual notice that
any such matters are not accurate or that any of the documents, certificates and
information on which we have relied are not accurate and complete. The words
"knowledge" and "awareness" and similar language used herein are intended to be
limited to knowledge of the lawyers within our firm who have been actively
involved in specific matters for the Company insofar as such knowledge pertains
to the area(s) of their involvement.

     The opinions expressed in this letter are solely for your benefit in
connection with the transactions contemplated by the Agreement, and these
opinions may not be relied on by any other persons without our prior written
approval. Notwithstanding the prior sentence, we hereby consent to the use of
the opinion letter as an exhibit to the Registration Statement and to the use of
our name in the Registration Statement. The opinions expressed in this letter
are strictly limited to the matters set forth in this letter, and no other
opinions should be inferred beyond the matters expressly stated.


                                        Very truly yours,