EXHIBIT 8.1

Exhibit 8.1

2000 One Logan Square
Morgan, Lewis
Philadelphia, PA 19103-6993 & Bockius LLP
C O U N S E L O R S A T L A W
215-963-5000

FAX: 215-963-5299




March 19, 1997

SunSource L.P.
2600 One Logan Square
Philadelphia, Pennsylvania 19103

Re: Conversion to Corporate Form
----------------------------

Dear Ladies and Gentlemen:

You have requested our opinion regarding certain federal income tax aspects of
the conversion of SunSource L.P., a Delaware limited partnership (the
"Partnership"), to corporate form, as described in the Registration Statement on
Form S-4 (File No. 333-19077) as amended, filed with the Securities and Exchange
Commission on the date hereof (the "Registration Statement"). This opinion is
based upon review of the Registration Statement and our assumption that the
Conversion will take place in accordance with the description included in the
Registration Statement.

Based on the foregoing and on the Internal Revenue Code of 1986, as amended (the
"Code"), the regulations promulgated thereunder, and judicial and administrative
interpretations thereof, all as in effect on the date of this letter, it is our
opinion that the statements of law and conclusions of law included in the
Registration Statement under the heading "Certain Federal Income Tax
Consequences" are, in all material respects, true, correct and complete. No
opinion is expressed regarding any statements, assumptions or opinions regarding
factual matters contained in the Registration Statement.

Should any of the facts, assumptions or understandings referred to above prove
incorrect, please let us know so that we may consider the effect, if any, on our
opinion. No assurances can be given that any of the foregoing authorities will
not be modified, revoked, supplemented, revised, reversed or overruled or that
any such modification, revocation, supplementation, revision, reversal or
overruling will not adversely affect the opinion set forth above.

We understand that this opinion is to be used in connection with the
registration of Trust Preferred Securities of SunSource Capital Trust and Common
Stock of SunSource Inc. pursuant to the Securities Act of 1933, as amended. We
consent to the filing of this opinion in connection with and as a part of the
Registration Statement on Form S-4 and amendments thereto. We also hereby
consent to the reference to our firm under the caption "Legal Matters" in the
Registration Statement. In giving such consents, however, we do not thereby
admit that we are acting within the category of persons whose consent is
required under Section 7 of the Act and the rules and regulations of the
Securities and Exchange Commission thereunder.

Very truly yours,

/s/ Morgan, Lewis & Bockius LLP