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EXHIBIT 8.1
[LETTERHEAD OF BRYAN CAVE LLP]
November 30, 2000
Leggett & Platt, Incorporated
No. 1 Leggett Road
Carthage, Missouri 64836
Ladies and Gentlemen:
We have acted as special counsel to Leggett & Platt, Incorporated, a
Missouri corporation (the "Company"), in connection with the filing of a
Registration Statement on Form S-3, which also constitutes Post Effective
Amendment No. 4 to Registration Statement No. 333-90443 (the "Registration
Statement"), pursuant to the Securities Act of 1933. The Registration
Statement, including the related Prospectus Supplement, provides the Company may
offer from time to time its Medium-Term Notes. Except as otherwise indicated
herein, all capitalized terms used in this letter have the same meaning assigned
to them in the Registration Statement.
In rendering our opinion, we have examined and relied upon without
independent investigation as to matters of fact the Registration Statement and
such other documents, certificates and instruments as we have considered
relevant for purposes of this opinion. We have assumed without independent
verification that the Registration Statement is accurate and complete in all
material respects, and our opinion is conditioned expressly on, among other
things, the accuracy as of the date hereof, and the continuing accuracy, of all
of such facts, information, covenants, statements and representations through
and as of the date of consummation of the filing. Any material changes in the
facts referred to, set forth or assumed herein or in the Registration Statement
may affect the conclusions stated herein.
In rendering our opinion, 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
decisions, rulings of the Internal Revenue Service and such other authorities as
we have considered relevant. It should be noted that such laws, Code,
Regulations, judicial decisions and administrative interpretations are subject
to change at any time and, in some circumstances, with retroactive effect. A
material change in any of the authorities upon which our opinion is based could
affect our conclusions herein.
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Leggett & Platt, Incorporated
November 30, 2000
Page 2
Based solely upon the foregoing and in reliance thereon and subject to
the exceptions, limitations and qualifications stated herein, we confirm that
the statements contained in the Prospectus Supplement under the caption "United
States Federal income tax consequences" insofar as such statements constitute
matters of law or legal conclusions, as qualified therein, are our opinion and
that such statements fairly describe the material Federal income tax
consequences of the offering of the Medium-Term Notes and are true, correct and
complete in all material respects.
Except as expressly set forth above, we express no other opinion. We
consent to the reference to this firm in the Prospectus Supplement under the
caption "United States Federal income tax consequences" and to the filing of
this opinion as an exhibit to the Prospectus Supplement. In giving such
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 or the rules
and regulations of the Securities and Exchange Commission.
Very truly yours,
/s/ BRYAN CAVE LLP
Bryan Cave LLP
