EXHIBIT 8.2





                    [LETTERHEAD OF CARTER, LEDYARD & MILBURN]

                                  June 5, 2001


Bowater Incorporated
55 East Camperdown Way
P.O. Box 1028
Greenville, South Carolina  29602

Ladies and Gentlemen:

     We  have  acted  as  special   United   States  tax   counsel  for  Bowater
Incorporated,  a corporation  existing under the laws of Delaware ("Bowater") in
connection with the arrangement contemplated by the Arrangement Agreement, dated
as of April 1, 2001,  between  Alliance  Forest  Products  Inc.,  a  corporation
existing under the laws of Canada ("Alliance"), and Bowater, as described in the
Registration  Statement of Bowater 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 - United States Federal Income Tax Considerations," to the extent
that each such statement constitutes a statement of United States federal income
tax law or a legal  conclusion with respect thereto,  is 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 herein.

     We assume no obligation to supplement  this opinion if any applicable  laws
change  after the date hereof or if we become  aware of facts that might  change
the opinions expressed herein after the date hereof.

     The opinion  expressed herein is solely for your benefit and the benefit of
holders of  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  - United States 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.

                                            Very truly yours,



                                            /s/  CARTER, LEDYARD & MILBURN