<PAGE>
Exhibit 8.01
[Letterhead of Buchanan Ingersoll Professional Corporation]
August 1, 2000
II-VI Incorporated
375 Saxonburg Boulevard
Saxonburg, Pennsylvania 16056
Ladies and Gentlemen:
We have acted as counsel to II-VI Incorporated, a Pennsylvania corporation
("II-VI"), in connection with its Registration Statement on Form S-4 (No. 333-
41314) (the "Registration Statement") filed with the Securities and Exchange
Commission.
For purposes of rendering this opinion, we have reviewed the discussion set
forth in the Registration Statement under the caption "THE OFFER -- Material
Federal Income Tax Consequences" (the "Tax Discussion"). We have also reviewed
a copy of the Agreement and Plan of Merger by and among II-VI Acquisition Corp.,
a Delaware corporation and wholly owned subsidiary of II-VI, and Laser Power
Corporation, a Delaware corporation ("Laser Power"), dated as of June 28, 2000,
filed as Annex A to the Registration Statement (the "Merger Agreement"), the
exhibits and schedules to the Merger Agreement, and such certificates and other
documents we have deemed necessary or advisable for the purpose of expressing
the opinion contained herein.
With respect to the documents which we have reviewed, we have assumed,
without investigation, the genuineness of all signatures, the authenticity of
all documents submitted to us as originals and the conformity to originals of
all documents submitted to us as certified or reproduced copies. We have also
assumed the continued accuracy of the facts and representations of the parties
to the Merger Agreement set forth in the Merger Agreement and that the
transactions described in the Merger Agreement will be consummated in the manner
contemplated thereby.
Based upon and subject to the accuracy of the foregoing, we are of the
opinion that the Tax Discussion, insofar as it constitutes a statement of United
States federal income tax law, is accurate in all material respects.
This opinion is rendered solely to you and may not be relied upon or
furnished to any other person without our prior written consent.
<PAGE>
II-VI Incorporated
August 1, 2000
Page 2
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to our firm under the captions "THE
OFFER -- Material Federal Income Tax Consequences" in the Registration
Statement. In providing our consent, we do not thereby admit that we are within
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 thereunder.
BUCHANAN INGERSOLL PROFESSIONAL CORPORATION
By: /s/ James W. Forsyth
----------------------
James W. Forsyth
