[MCDERMOTT WILL & EMERY LOGO]

Boston Brussels Chicago Dusseldorf London Los Angeles Miami Milan
Munich New York Orange County Rome San Diego Silicon Valley Washington, D.C.

                                                                     EXHIBIT 8.1


January 12, 2005


Kellwood Company
600 Kellwood Parkway
St. Louis, Missouri 63017

Re: Registration Statement on Form S-3
    3.50% Convertible Senior Debentures Due 2034
    Shares of Common Stock, par value $0.01 per share

Ladies and Gentlemen:

We have acted as tax counsel to Kellwood Company, a Delaware corporation (the
"Company"), in connection with the preparation and filing with the Securities
and Exchange Commission (the "SEC") of a Registration Statement on Form S-3 (the
"Registration Statement") pursuant to the Securities Act of 1933, as amended
(the "Securities Act"), relating to the registration for resale under the
Securities Act of $200,000,000 aggregate principal amount of the Company's 3.50%
Convertible Senior Debentures due 2034 (the "Debentures"), which are convertible
into shares of the Company's common stock, $0.01 par value per share.

In rendering the opinion set forth herein, we have reviewed the Registration
Statement, including the exhibits thereto, and such other documents, records and
instruments as we have deemed necessary or appropriate for purposes of this
opinion. In our review, we have assumed the authenticity of all documents
submitted to us as originals, the conformity to the original documents submitted
to us as copies, the genuineness of all signatures on documents reviewed by us
and the legal capacity of natural persons.

The discussion set forth in the Registration Statement under the heading
"Material United States Federal Income Tax Considerations," to the extent it
states matters of law, summaries of legal matters, or legal conclusions with
respect thereto under the laws of the United States, sets forth our opinion as
to the material United States federal income tax consequences to holders of the
Debentures under existing United States laws. This opinion is based on our
reliance on the assumptions, and is subject to the limitations, qualifications
and exceptions, set forth herein.

The opinion set forth above is based upon our interpretations of current United
States federal income tax law, including court authority and existing Final and
Temporary Regulations, which

U.S. practice conducted through McDermott Will & Emery LLP.

227 WEST MONROE STREET CHICAGO ILLINOIS 60606-5096 TELEPHONE: 312.372.2000
FACSIMILE: 312.984.7700 www.mwe.com



Kellwood Company

January 12, 2005

Page 2

are subject to change both prospectively and retroactively. No opinion is being
rendered as to the amount of the comparable yield for the Debentures. In
addition, our opinion is based on the assumption that the matter will be
properly presented to the applicable court. Furthermore, our opinion is not
binding on the Internal Revenue Service or a court. There can be no assurance
that the Internal Revenue Service will not take a contrary position or that a
court would agree with our opinion if litigated.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to being named in the related prospectus under the
caption "Legal Matters" with respect to the matters stated therein. In giving
such consent, we do not admit that we are "experts" under the Securities Act, or
the rules and regulations of the SEC issued thereunder, with respect to any part
of the Registration Statement, including this exhibit. This opinion is intended
solely for your use as an exhibit to the Registration Statement for the purpose
of the above sale of the Debentures or common stock and is not to be relied upon
for any other purpose.

Very truly yours,

/s/ McDermott Will & Emery LLP

MCDERMOTT WILL & EMERY LLP