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                                                                     EXHIBIT 8.1

                                                               February 21, 1996
Reunion Resources Company
One Stamford Landing
62 Southfield Avenue
Stamford, Connecticut 06902

Re: Merger Of Reunion Resources Company Into Its
    Wholly-owned Subsidiary, Reunion Industries, Inc.
    -------------------------------------------------

Gentlemen:

          We have acted as special counsel to Reunion Resources Company, a
Delaware corporation ("Reunion"), in connection with the transaction
contemplated by the Merger Agreement (the "Merger Agreement") dated as of
November 14, 1995 between Reunion and its wholly-owned subsidiary, Reunion
Industries, Inc. ("New Subsidiary"), a Delaware corporation, pursuant to which
Reunion is being merged into New Subsidiary, which will be the surviving
corporation (the "Merger"). At the Effective Time of the Merger, each share of
New Subsidiary common stock heretofore issued and outstanding and held by
Reunion shall be retired and cancelled and shall cease to exist without the
payment of any consideration therefor. Each share of Reunion common stock issued
and outstanding shall be automatically converted, by reason of the Merger
and without any action on the part of the holders thereof, into the right to
receive one fully paid and non-assessable share of New Subsidiary common stock;
the shares of Reunion shall cease to exist as such and shall exist only as the
right to receive shares of New Subsidiary common stock. This opinion is being
furnished pursuant to Section 5.1(c) of the Merger Agreement and all capitalized
terms herein, unless otherwise specified, have the meanings assigned thereto in
the Merger Agreement.
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Reunion Industries, Inc.
February 13, 1996
Page 2

          In connection with our opinion, we have examined and are familiar with
originals or copies, certified or otherwise identified to our satisfaction, of
the Merger Agreement and such other documents as we have deemed necessary or
appropriate for the opinions set forth below. In our examination we have assumed
the genuineness of all signatures, the authenticity of all documents submitted
to us as originals, the conformity to original documents of all documents
submitted to us as certified or photostatic copies and the authenticity of the
originals of such latter documents. As to any facts material to this opinion
which we did not independently establish or verify, we have relied upon the
foregoing documents and statements and representations of officers and other
representatives of Reunion.

          In rendering our opinion, we have considered the applicable provisions
of the Internal Revenue Code of 1986, as amended (the "Code"), Treasury
Regulations, pertinent judicial authorities, interpretative rulings of the
Internal Revenue Service (the "Service"), and such other authorities as we have
considered relevant.

          Based solely upon the foregoing and upon the assumptions set forth
herein, and subject to the caveats set forth below, we are of the opinion that
under present law, for federal income tax purposes, (i) the Merger will be
treated as a tax-free reorganization under Section 368(a) of the Code; (ii)
Reunion and New Subsidiary each will be a party to the reorganization within the
meaning of Section 368(b) of the Code; (iii) no gain or loss will be recognized
by Reunion stockholders on the receipt of New Subsidiary shares at the Effective
Time of the Merger in exchange for shares of Reunion common stock; (iv) the tax
basis of shares in New Subsidiary received in the Merger will equal the tax
basis of the shares of Reunion exchanged therefor; and (v) provided that the
shares of Reunion are held as capital assets at the time of the Merger, the
holding period of the shares of New Subsidiary received in the Merger will
include the holding period of the shares of Reunion exchanged therefor.

          Except as set forth above, we express no other opinion as to the tax
consequences, whether federal, state, local or foreign, of the Merger. We hereby
consent to the reference to the undersigned under the heading "Proposal II. The
Merger - Federal Income Tax Consequences to Stockholders" in the Proxy
Statement/Prospectus included in the registration statement related to the
Merger (the "Registration Statement"), and in all amendments thereto, and to the
filing of this opinion by New Subsidiary as Exhibit 8.1 to the Registration
Statement. We are furnishing this opinion to you solely in connection with the
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Reunion Industries, Inc.
February 13, 1996
Page 3

Merger and this opinion is not to be used, circulated, quoted or otherwise
referred to for any other purpose.


                                          Very truly yours,

                                          /s/ Richards & O'Neil, LLP