EXHIBIT 8.1

   
                       [Opinion of McCarter & English, LLP
                      with respect to Federal Tax Matters]
    

                             MCCARTER & ENGLISH, LLP
                                ATTORNEYS AT LAW
                               FOUR GATEWAY CENTER
                               1OO MULBERRY STREET
                                  P.O. BOX 652
                              NEWARK, NJ O71O1-O652
                                 (973) 622-4444
                            TELECOPIER (973) 624-7O7O

CHERRY HILL, NJ                                                   BOCA RATON, FL
NEW YORK, NY                                                      WILMINGTON, DE
                                                                PHILADELPHIA, PA

   
                                                                   March 3, 1998
    

American Corporate Receipts, Inc.,
  as Depositor
45 Essex Street
Millburn, New Jersey 07041

Gentlemen:

   
            We have acted as special tax counsel to American Corporate Receipts,
Inc., as Depositor (the "Depositor"), in connection with Registration Statement
No. 333-39333 on Form S-3 ( the "Registration Statement") filed with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Act of 1933, as amended (the "Act"), relating to the registration of trust
receipts fully described in the Registration Statement (collectively, the
"Receipts"). The Receipts are issuable in series (each, a "Series") under a
separate Trust Agreement by and between the Depositor and a trustee named
therein establishing an individual trust for each Series (each, a "Trust").
Capitalized terms not defined herein have the same meanings given them in the
Registration Statement.

            Our opinion regarding federal income tax consequences to the
purchasers of Receipts is based on statutes, regulations, rulings and court
decisions now in effect. Because no final regulations, rulings or court
decisions have been issued that provide definitive interpretations of section
1286 of the Internal Revenue Code of 1986, as amended (the "Code") and the
interrelationship between section 1286 of the Code with certain Treasury
regulations promulgated under sections 1272, 1273, and 1275 of the Code in this
context, substantial
    
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American Corporate Receipts, Inc.
March 3, 1998
Page 2
    

uncertainty  exists  in  the  application  of  these  provisions.  The  opinions
expressed herein are therefore subject to clarification or modification.

            Based  on the  foregoing  and  on  our  review  of  such  documents,
statutes,   regulations,   rulings,  and  court  decisions  as  we  have  deemed
appropriate, we are of the opinion that:

            1. The Trust will be  classified as a grantor trust under subpart E,
Part I of  subchapter J of the Code and not as a partnership  or an  association
taxable as a corporation.

            2. The Receipts  will be  considered  "stripped  bonds" or "stripped
coupons," as appropriate,  and a Receipt (whether purchased by a purchaser in an
original  sale or in a subsequent  transaction)  will be treated,  under section
1286 of the Code,  solely for purposes of applying the original  issue  discount
rules of the Code to such  purchaser,  as if the Receipt held by such  purchaser
was issued on the purchase date with original issue discount.

            3. The Coupon Receipts will be treated as "stripped coupons," within
the meaning of section  1286 of the Code.  Original  issue  discount (as defined
below)  with  respect  to a Coupon  Receipt  will equal the excess of the amount
payable at  maturity  of the Coupon  Receipts  over the  purchase  price of such
Coupon Receipts.

             4.  The  Principal  Receipts,  other  than  possibly  the  Callable
Principal  Receipts,  will be treated as "stripped bonds," within the meaning of
section 1286 of the Code.  Original  issue  discount with respect to a Principal
Receipts  will  equal the  excess  of the  amount  payable  at  maturity  of the
Principal Receipts over the purchase price of such Principal Receipts.

            5. For purposes of  calculating  original issue discount and gain or
loss on  disposition,  the Callable  Principal  Receipts  should be treated as a
single  "stripped  bond"  (rather than  multiple  debt  components  representing
separate rights to receive  principal and to receive interest on each semiannual
interest  payment date  subsequent to the first optional call date thereof,  for
which tax  basis  must be  separately  allocated  and  original  issue  discount
separately  calculated).  In the event  that the  scheduled  maturity  date of a
particular  Callable  Principal Receipt is properly treated as the maturity date
of such  Receipts  for  purposes of the  original  issue  discount  rules,  such
Callable   Principal   Receipts  should  be  regarded  as  evidencing  a  single
"installment  obligation",  within the meaning of the regulations promulgated by
the U.S.  Treasury with respect to original  issue  discount.  This treatment is
based on an interpretation of the interrelationship  between section 1286 of the
Code and certain Treasury regulations promulgated under sections 1272, 1273, and
1275 of the  Code  and is not free  from  doubt.  It is  uncertain  whether  the
scheduled  maturity  date of a particular  Callable  Principal  Receipts will be
viewed as the maturity date of such Callable  Principal Receipts for purposes of
the original issue discount rules (e.g.,  determination of yield to maturity and
amount payable at maturity),  particularly where on the date of purchase of such
Callable Principal Receipts objective market factors suggest that in the absence
of any market change,  it can be expected to be in the economic  interest of the
issuer of the Bond to call such
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American Corporate Receipts, Inc.
March 3, 1998
Page 3
    

Bond on a date prior to scheduled maturity. It is likely that future regulations
adopted  by the U.S.  Treasury  pursuant  to its  specific  grant of  regulatory
authority  under  section 1286 of the Code with respect to stripped  rights with
call options will address this question.

            6. In the case of Callable  Principal Receipts with respect to which
the Bond is required to be redeemed prior to its stated maturity date,  original
issue discount and yield to maturity will likely be required to be calculated by
taking into account events that have occurred prior to the purchase date of such
Callable  Principal  Receipts  and  therefore,  as if  the  date  on  which  the
redemption is to take place and the redemption  price were the maturity date and
amount payable at maturity, respectively.

            7. A  purchaser's  tax basis in a Receipt  will  equal the  purchase
price for such Receipt  increased by the portion of the original  issue discount
accrued on such Receipt  during the period such  purchaser owns the Receipt and,
in  the  case  of a  Callable  Principal  Receipt,  if  properly  treated  as an
installment  obligation  maturing on the scheduled maturity date, reduced by any
payments  actually  received  prior  to  maturity.  Gain  or  loss on sale or at
maturity  of a  Receipt  will be  equal to the  difference  between  the  amount
realized  in such sale or at  maturity  and the owner's tax basis at the time of
sale or at maturity and will be taxable  capital  gain or loss,  if the Receipts
are held as capital  assets.  No gain or loss will be realized by a purchaser of
holding such Receipts until maturity.

            No opinion is  expressed  as to any other  consequence,  for federal
income tax purposes, of ownership of Receipts. Moreover, no opinion is expressed
with respect to the  treatment of Receipts for purposes of state or local income
taxes, or any other federal or state law, unless specifically provided herein.

   
            We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name wherever appearing in the
Registration Statement. In giving the foregoing 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 Securities and Exchange Commission
promulgated thereunder.
    


                                                    Very truly yours,


                                                    /s/ McCarter & English, LLP