EXHIBIT 8.1

                              TROUTMAN SANDERS LLP
                                ATTORNEYS AT LAW
                              BANK OF AMERICA PLAZA
                     600 PEACHTREE STREET, N.E. - SUITE 5200
                           ATLANTA, GEORGIA 30308-2216
                             www.troutmansanders.com
                             TELEPHONE: 404-885-3000
                             FACSIMILE: 404-885-3900

                                 June 17, 2005

AGCO Corporation
4205 River Green Parkway
Duluth, Georgia 30096

Dear Sir or Madam:

      We have acted as counsel to AGCO Corporation, a Delaware corporation (the
"Company") in connection with the preparation and filing by the Company of a
Registration Statement on Form S-4 (the "Registration Statement") with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Act"). The Registration Statement describes the
Company's offer to exchange (the "Exchange Offer") the Company's 1 3/4%
Convertible Senior Subordinated Notes, Series B, due 2033 (the "New Securities")
for any and all outstanding 1 3/4%  Convertible Senior Subordinated Notes due
2003 (the "Old Notes'). This opinion relates to the accuracy of information set
forth under the caption "UNITED STATES FEDERAL TAX CONSIDERATIONS" of the
Prospectus. All capitalized terms used but not defined herein shall have the
meaning ascribed to them in the Registration Statement.

      In connection with the preparation of our opinion, we have examined such
documents and other materials as we have deemed appropriate, including, but not
limited to, the amended prospectus dated June 4, 2004, in respect of the Old
Notes, and the Registration Statement, initially filed by the Company with the
Commission on May 26, 2005, in respect of the New Securities. We have also
examined originals or copies, certified or otherwise identified to our
satisfaction, of such corporate records, certificates and other documents and
have made such investigations of law as we have deemed necessary or appropriate
as a basis for the opinion expressed below. Our opinion assumes (i) the accuracy
of the facts contained in the Registration Statement and other materials
examined by us and (ii) the consummation of the Exchange Offer in the manner
contemplated by, and in accordance with the terms set forth in, the Registration
Statement.

      Based upon our examination of the foregoing items, and subject to the
assumptions, exceptions, limitations and qualifications set forth therein, we
are of the opinion that under current United States federal income tax law,
although such discussion does not purport to

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TROUTMAN SANDERS LLP
ATTORNEYS AT LAW
A LIMITED LIABILITY PARTNERSHIP

July 17, 2005
Page 2

discuss all possible United States federal income tax consequences of the
exchange by holders of their Old Notes for New Securities as described in the
Prospectus, the discussion set forth in the Prospectus under the caption "UNITED
STATES FEDERAL TAX CONSIDERATIONS," except as such discussion relates to whether
the exchange of the Old Notes for New Securities will be treated as a
"significant modification" of the Old Notes with respect to which we render no
opinion, and insofar as it otherwise relates to matters of U.S. federal tax law,
regulations, or legal conclusions with respect thereto, constitutes our opinion
as to the material U.S. federal income tax considerations for holders of the
Company's Old Notes who receive New Securities in the Exchange Offer.

      Our opinion expresses our view only as to United States federal income tax
laws in effect as of the date hereof. The authorities upon which our opinion
relies are subject to change with potential retroactive effect. Nevertheless, by
rendering this opinion we undertake no responsibility to advise you of any
change in United States federal income tax laws or the application or
interpretation thereof that could affect our opinion.

      We hereby consent to the filing of this letter as an exhibit to the
Registration Statement and to the reference to us in the Registration Statement
under the caption "Legal Matters." By giving such consent, we do not admit that
we are in the category of persons whose consent is required under Section 7 of
the Act or the rules and regulations of the Commission thereunder.

      This letter is furnished to the Company and is solely for its benefit.
This letter may not be relied upon by any other person or for any other purpose
and may not be referred to or quoted from without our prior written consent.

                                             Very truly yours,

                                             /s/ Troutman Sanders LLP

                                             Troutman Sanders LLP