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                                                                     EXHIBIT 8.1

                            FORM OF LEGAL OPINION OF
                             PEDERSEN & HOUPT, P.C.

   
                                October 29, 1998
    


   
SpinCycle, Inc.
15990 North Greenway/Hayden Loop
Scottsdale, AZ 85260
    

Ladies and Gentlemen:

     You have requested our opinion regarding certain material United States 
federal income tax considerations under the heading "Certain Federal Income Tax 
Consequences" in the Registration Statement on Form S-4 (the "Registration 
Statement") filed by SpinCycle, Inc. (the "Issuer") on the date hereof with the 
Securities and Exchange Commission (the "Commission") under the Securities Act 
of 1933, as amended (the "Securities Act"). The Registration Statement relates 
to the offer, made by the Issuer, to exchange an aggregate amount at maturity 
of up to $144,990,000 of 12 3/4% Senior Discount Notes Due 2005 (the "New 
Notes") of the Issuer, for a like principal amount of the issued and 
outstanding 12 3/4% Senior Discount Notes Due 2005 (the "Old Notes") of the 
Issuers from the holders thereof. This opinion is delivered in accordance with 
the requirements of Item 601(b)(8) of Regulation S-K under the Securities Act.

     We have reviewed the Registration Statement and such other materials as we 
have deemed necessary or appropriate as a basis for our opinion described
herein, and have considered the applicable provisions of the Internal Revenue
Code of 1986, as amended (the "Code"), Treasury regulations promulgated
thereunder, pertinent judicial authorities, interpretive rulings of the Internal
Revenue Service and such other authorities as we have considered relevant all as
in effect on the date hereof. It should be noted that statutes, regulations,
judicial decisions and administrative interpretations are

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October 29, 1998
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subject to change at any time and, in some circumstances, with retroactive 
effect. A change in the authorities upon which our opinion is based could affect
our conclusions. This opinion does not deal with special tax situations, such 
as the holding of the Notes as part of a straddle with other investments, or 
situations in which the functional currency of a Holder is not the U.S. dollar. 
All references contained herein refer to terms defined in the Registration 
Statement, unless defined in this opinion.

   Based upon the foregoing, it is our opinion that:

A.   The exchange of Old Notes for New Notes will not be treated as an exchange 
     for federal income tax purposes.

B.   The New Notes will be treated as indebtedness and not as equity for 
     federal income tax purposes.

C.   The New Notes will be considered as having been issued with more than a de 
     minimis amount of original issue discount for federal income tax purposes.

D.   No part of the stated interest on the New Notes will be qualified stated 
     interest, and therefore, the stated redemption price at maturity of the New
     Notes will equal their principal amount at maturity plus all stated
     interest.

E.   The New Notes will constitute applicable high yield discount obligations.

F.   A U.S. holder will recognize taxable gain or loss on the sale or 
     redemption of the New Notes equal to the difference between the amount
     realized from such sale or redemption and his or her adjusted tax basis in
     such New Notes.

G.   A U.S. holder will not recognize any taxable gain or loss on the exchange 
     of New Notes for the Old Notes.

   We hereby consent to the filing of this opinion as an Exhibit to the 
Registration Statement. In giving this consent, we do not thereby admit that
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October 29, 1998
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we are within the category of persons whose consent is required under Section 7
of the Securities Act of 1933 or the rules and regulations of the Commission
promulgated thereunder.


                                                 Sincerely,


   
                                                 /s/ Pedersen & Houpt, P.C.