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Exhibit 8.1
Tax Opinion of Milbank, Tweed, Hadley & McCloy LLP
October 5, 2000
PNY Technologies, Inc.
299 Webro Road
Parsippany, NJ 07054
Ladies and Gentlemen:
You have requested our opinion regarding certain United States tax
considerations in connection with the offering of common stock, par value $0.01
per share, of PNY Technologies, Inc., a Delaware corporation, pursuant to a
registration statement filed with the Securities and Exchange Commission under
the Securities Act of 1933, as amended, on Form S-1.
In our opinion, the discussion in the prospectus forming part of the
Registration Statement (the "Prospectus") under the heading "United States
Federal Income Tax Consequences to Non-U.S. Holders", to the extent it states
matters of law or legal conclusions and subject to the qualifications and
limitations contained therein, describes the principal United States federal
income tax consequences that are likely to be material to a beneficial owner of
the common stock, and are incorporated and adopted herein as our opinion.
We express no opinion in respect of those matters governed by or construed
in accordance with the law of any jurisdiction other than the federal income tax
laws of the United States of America.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and the reference to the name of our firm therein,
without thereby admitting that we are "experts" under the Securities Act or the
rules and regulations of the Securities and Exchange Commission thereunder for
the purposes of any part of the Registration Statement.
Very truly yours,
/s/ MILBANK, TWEED, HADLEY & MCCLOY LLP
Milbank, Tweed, Hadley & McCloy LLP
DLP/RAJ
