EXHIBIT 8.1 [LATHAM & WATKINS LETTERHEAD] , 1999 Mattel, Inc. 333 Continental Boulevard El Segundo, California 90245 Re: Agreement and Plan of Merger Dated as of December 13, 1998, By and Between Mattel, Inc. and The Learning Company, Inc....Merger Agreement • March 17th, 1999 • Mattel Inc /De/ • Dolls & stuffed toys
up to and including the Closing Date, as defined in the Merger Agreement, in each case without such qualification; and 5. The representations made to us in the Representation Letters will again be made to us as of the Closing Date. If any of the above-described assumptions are untrue for any reason or if the Merger is consummated in a manner that is inconsistent with the manner in which it is described in the Merger Agreement and Registration Statement, our opinion as expressed below may be adversely affected and may not be relied upon. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion that the Merger will constitute a reorganization within the meaning of section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code"). Accordingly, the following federal income tax consequences will result (subject to the limitations and qualifications set forth herein): 1. No gain or loss will be recognized by Mattel or Learnin
