EX-8.1 17 file013.htm PAUL WEISS TAX OPINION




                  Paul, Weiss, Rifkind, Wharton & Garrison LLP
                           1285 Avenue of the Americas
                            New York, New York 10019
                                 (212) 373-3000


                                 April 12, 2006



Clarke American Corp.
10931 Laureate Drive
San Antonio, TX 78249

Ladies and Gentlemen:

     We have acted as United States federal income tax counsel for Clarke
American Corp. (the "Company") in connection with the offer to exchange
$175,000,000 aggregate principal amount of 11 3/4% Senior Notes due 2013 (the
"Exchange Notes"), for the same aggregate principal amount of substantially
identical 11 3/4% Senior Notes due 2013 that were issued by the Company pursuant
to the Offering Memorandum dated as of December 8, 2005 (the "Initial Notes") in
an offering that was exempt from registration under the Securities Act of 1933,
as amended (the "Securities Act").

     We have been requested to render our opinion as to certain tax matters in
connection with the Registration Statement on Form S-4 (the "Registration
Statement"), relating to the registration by the Company of the Exchange Notes
to be offered in the Exchange Offer, filed by the Company with the Securities
and Exchange Commission (the "Commission") pursuant to the Securities Act and
the rules and regulations of the Commission promulgated thereunder (the
"Rules"). Capitalized terms used but not defined herein have the respective
meanings ascribed to them in the Registration Statement.


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     In rendering our opinion, we have examined originals or copies, certified
or otherwise identified to our satisfaction, of such agreements and other
documents as we have deemed relevant and necessary and we have made such
investigations of law as we have deemed appropriate as a basis for the opinion
expressed below. In our examination, we have assumed, without independent
verification, (i) the authenticity of original documents, (ii) the accuracy of
copies and the genuineness of signatures, (iii) that the execution and delivery
by the Company of each document to which it is a party and the performance by
such party of its obligations thereunder have been authorized by all necessary
measures and do not violate or result in a breach of or default under such
party's certificate or instrument of formation and by-laws or the laws of such
party's jurisdiction of organization, (iv) that each such agreement represents
the entire agreement between the parties with respect to the subject matter
thereof, (v) the parties to each agreement have complied, and will comply, with
all of their respective covenants, agreements and undertakings contained therein
and (vi) the transactions provided for by each agreement were and will be
carried out in accordance with their terms.

     The opinion set forth below is limited to the Internal Revenue Code of
1986, as amended, administrative rulings, judicial decisions, treasury
regulations and other applicable authorities, all as in effect on the date
hereof. The statutory provisions, regulations, and interpretations upon which
our opinion is based are subject to change, and such changes could apply
retroactively. Any such change could affect the continuing validity of the
opinion set forth below.

     The opinion set forth herein has no binding effect on the United States
Internal Revenue Service or the courts of the United States. No assurance can be
given that, if the matter were contested, a court would agree with the opinion
set forth herein.

     Based upon and subject to the foregoing, and subject to the qualifications
set forth herein, we are of the opinion that the statements set forth under the
caption "Certain United States Federal Tax Considerations" in the Registration
Statement are an accurate general description of the United States federal
income tax consequences described therein. Such statements do not, however,
purport to discuss all United States federal income tax consequences and are
limited to those United States federal income tax consequences specifically
discussed therein and subject to the qualifications set forth therein.

     In giving the foregoing opinion, we express no opinion other than as to the
federal income tax laws of the United States of America.

     Furthermore, in rendering our opinion, we have made no independent
investigation of the facts referred to herein and have relied for the purpose of
rendering this opinion exclusively on those facts that have been provided to us
by you and your agents, which we assume have been, and will continue to be,
true.


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     We are furnishing this letter in our capacity as United States federal
income tax counsel to the Company. This letter is not to be used, circulated,
quoted or otherwise referred to for any other purpose, except as set forth
below. We assume no responsibility to advise you of any subsequent changes in
existing laws or facts, nor do we assume any responsibility to update this
opinion.

     We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement. The issuance of such consent does not concede that we
are an "expert" for purposes of the Securities Act or the Rules.

                              Very truly yours,

                              /s/ Paul, Weiss, Rifkind, Wharton & Garrison LLP


                              PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP