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EXHIBIT 8.1
November 22, 2000
(949) 451-3800 C 01012-00511
Allergan, Inc.
2525 Dupont Drive
Irvine, California 92612
Re: Registration Statement on Form S-3 of Allergan, Inc.
Ladies and Gentlemen:
We have acted as counsel to you in connection with (i) the issuance and
sale by you of $657,451,000 aggregate principal amount at maturity of Liquid
Yield Option(TM) Notes due 2020 (Zero Coupon--Subordinated) (the "Notes") on
November 1, 2000 in a transaction exempt from the registration requirements of
the Securities Act of 1933, as amended, and (ii) the filing of a Registration
Statement to which this opinion is an Exhibit and the Prospectus forming a part
thereof (the "Prospectus") with respect to the offer and sale of the Notes by
the several holders of the Notes.
We hereby confirm our opinion set forth under the caption "Federal
Income Tax Considerations" in the Prospectus, and consent to the use of our
name in connection therewith.
Very truly yours,
/s/ Gibson, Dunn & Crutcher LLP
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Gibson, Dunn & Crutcher LLP
