EXHIBIT 8.1






                   [LETTERHEAD OF FRASER MILNER CASGRAIN LLP]

                                                                    June 5, 2001

Bowater Incorporated
55 East Camperdown Way
Post Office Box 1028
Greenville, South Carolina 29602

Dear Sirs:

We have acted as your counsel in connection with the arrangement contemplated by
the Arrangement Agreement, dated April 1, 2001, between Alliance Forest Products
Inc.  ("Alliance")  and Bowater  Incorporated  ("Bowater"),  as described in the
Registration  Statement of Bowater  Incorporated  on Form S-3 transmitted to the
Securities  and  Exchange   Commission  on  June  5,  2001  (the   "Registration
Statement").

We hereby confirm,  based on the  assumptions and subject to the  qualifications
and limitations set forth therein,  that the statements contained in the section
of the Registration  Statement  captioned "Income Tax Considerations -- Canadian
Federal Income Tax Considerations",  to the extent that such statements describe
Canadian federal income tax law or legal conclusions, are our opinion, as of the
date  hereof,  with  respect to the  matters  set forth  therein.  No opinion is
expressed on matters other than those specifically referred to therein.

We assume no obligation to supplement our opinion if any applicable  laws change
after the date of the  Registration  Statement or if we become aware,  after the
date of the  Registration  Statement,  of facts that might  change the  opinions
expressed therein.

This  letter is solely for your  benefit  and the  benefit of the holders of the
exchangeable  shares of Bowater Canada Inc., an indirectly  owned  subsidiary of
Bowater,  and may not be relied  upon in any  manner or for any  purpose  by any
other person.

We  hereby  consent  to  the  filing  of  this  opinion  as an  exhibit  to  the
Registration  Statement  and to the  reference  to this firm under the  captions
"Income Tax  Considerations -- Canadian Federal Income Tax  Considerations"  and
"Legal Opinions".  In giving this consent, we do not hereby admit that we are in
the  category  of persons  whose  consent  is  required  under  Section 7 of the
Securities Act of 1933.

                                           Yours very truly,

                                           /s/ FRASER MILNER CASGRAIN LLP

                                           FRASER MILNER CASGRAIN LLP