<DOCUMENT>
<TYPE>EX-8.1
<SEQUENCE>4
<FILENAME>ex8p1.txt
<DESCRIPTION>OPINION OF SQUIRE, SANDERS & DEMPSEY
<TEXT>
<PAGE>

                                                               Exhibit 8.1

                              November 13, 2001



Hawaiian Natural Water Company, Inc.
16-305 Old Volcano Road
Keaau, Hawaii 96749


         Re:  Merger of Hawaiian Natural Water Company, Inc., with and
              into AMCON Merger Sub, Inc., a wholly owned subsidiary of
              AMCON Distributing Company

Ladies and Gentlemen:

         You have requested our opinion with respect to certain of the
federal income tax consequences of the merger (the "Merger") of Hawaiian
Natural Water Company, Inc, ("HNWC") with and into AMCON Merger Sub, Inc.
("Merger Sub"), a wholly owned direct subsidiary of AMCON Distributing
Company ("AMCON"), pursuant to that certain Fifth Amended and Restated
Agreement and Plan of Merger dated as of September 27, 2001 by and among
AMCON, Merger Sub and HNWC, as amended by that certain Letter Agreement
dated as of November 12, 2001, by and among AMCON, Merger Sub and HNWC (as
so amended and restated, the "Merger Agreement"). Under the terms of the
Merger Agreement, shares of HNWC stock will be converted into shares of
AMCON voting common stock and all outstanding shares of Merger Sub will
continue to be owned by AMCON.

                             Documents Examined
                             ------------------

         In connection with the rendering of our opinion, we have examined
the following:

         1.       The Merger Agreement;

         2.       The Registration Statement on Form S-4 filed under the
                  Securities Act of 1933 by AMCON with respect to the AMCON
                  stock to be issued in connection with the Merger (the
                  "Registration Statement");

         3.       The Representation Certificates of HNWC and AMCON; and



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Hawaiian Natural Water Company, Inc.
November 13, 2001
Page - 2 -



         4.       Such other documents, records, and matters of law as we have
                  deemed necessary or appropriate in connection with rendering
                  this opinion.

         In our review and examination of the foregoing, we have assumed
the genuineness of all signatures and the authenticity of all documents
submitted to us as originals and the conformity to original documents of all
documents submitted to us as certified or duplicate copies thereof. We have
further assumed that the execution and delivery of any of the foregoing have
been duly authorized by all necessary corporate actions in order to make the
foregoing valid and legally binding obligations of the parties, enforceable
in accordance with their terms, except as enforcement thereof may be limited
by bankruptcy, insolvency, reorganization, moratorium, or other similar
laws, both state and federal, affecting the enforcement of creditors' rights
or remedies in general from time to time in effect and the exercise by
courts of equity powers or their application of principles of public policy.

                             Factual Assumptions
                             -------------------

         In rendering this opinion, we have made the following assumptions
as to factual matters.

         1.       The Representation Certificates of HNWC and AMCON, as
                  referenced in the section entitled Documents Examined, are
                                                     ------------------
                  executed and delivered to us prior to the Merger in the form
                  that we have heretofore tendered them to HNWC and AMCON;

         2.       The representations and warranties of the parties contained
                  in the documents listed in the section entitled Documents
                                                                  ---------
                  Examined that may be deemed material to this opinion are all
                  --------
                  true in all material respects as of the Effective Time of
                  the Merger;

         3.       The representations as to factual matters of HNWC and AMCON
                  contained in one or more Representation Certificates are all
                  true, correct, and complete in all material respects as of
                  the Effective Time of the Merger;

         4.       The Merger, and all transactions related thereto or
                  contemplated by the Merger Agreement and the Registration
                  Statement, shall be consummated in accordance with the terms
                  and conditions of the applicable documents; and

         5.       The Merger will qualify as a merger under applicable state
                  corporation law.


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Hawaiian Natural Water Company, Inc.
November 13, 2001
Page - 3 -

                           Limitations on Opinion
                           ----------------------

         The following limitations apply with respect to this opinion:

         1.       This opinion is based upon the current provisions of the
                  Internal Revenue Code of 1986, as amended (the "Code"),
                  the Treasury Regulations promulgated thereunder (including
                  proposed Treasury regulations), and the interpretations
                  thereof by the Internal Revenue Service and those courts
                  having jurisdiction over such matters as of the date hereof,
                  all of which are subject to change either prospectively or
                  retrospectively. This opinion is in all respects qualified
                  by the assumption that no significant changes in such
                  authorities that would affect this opinion will be
                  promulgated or occur between the date hereof and the
                  Effective Time of the Merger. No opinion is rendered with
                  respect to the effect, if any, of any pending or future
                  legislation or administrative regulation or ruling that
                  may have a bearing on any of the foregoing. We disclaim
                  any undertaking to advise you of any subsequent changes of
                  the matters stated, represented, or assumed herein or any
                  subsequent changes in applicable law, regulations, or
                  interpretations thereof. This opinion is not the equivalent
                  of a ruling from, and is not binding on, the Internal Revenue
                  Service, and there can be no assurance that the Internal
                  Revenue Service or the courts will agree with the conclusions
                  expressed herein.

         2.       We have not been asked to render an opinion with respect
                  to any federal income tax matters except those set forth
                  below, nor have we been asked to render an opinion with
                  respect to any state or local tax consequences of the
                  Merger. Accordingly, this opinion should not be construed
                  as applying in any manner to any tax aspect of the Merger
                  other than as set forth below.

         3.       All factual assumptions set forth above are material to
                  all opinions herein rendered and have been relied upon by
                  us in rendering all such opinions. Any material inaccuracy
                  in any one or more of the assumed facts may nullify all or
                  some of the conclusions stated in such opinion.





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Hawaiian Natural Water Company, Inc.
November 13, 2001
Page - 4 -

                                   Opinion
                                   -------

         Based upon and subject to the foregoing, it is our opinion that (1)
the Merger will constitute a reorganization within the meaning of section
368(a)(1)(A) and (a)(2)(D) of the Code; (2) each of AMCON, HNWC and Merger
Sub will be a party to a reorganization within the meaning of Section 368(b)
of the Code; (3) no gain or loss will be recognized by the shareholders of
HNWC upon the conversion of their shares of HNWC stock into shares of AMCON
stock (except to the extent of any cash received by a shareholder in the
Merger and except for any gain or loss attributable to cash received in lieu
of fractional shares or upon the exercise of dissenters' rights); (4) the
aggregate tax basis of the AMCON stock received by a shareholder of HNWC in
the Merger will be the same as the aggregate tax basis of the HNWC stock
exchanged for the AMCON stock, reduced by the tax basis in the HNWC stock
exchanged that is allocable to any fractional share of the stock in AMCON
for which cash is received; and (5) the holding period of the AMCON stock
received by each shareholder of HNWC in the Merger will include the period
for which the HNWC stock exchanged therefor was considered to be held,
provided that such HNWC stock was held as a capital asset at the time of the
Merger.

         We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement and to the reference to our firm name therein. In
giving this consent, we do not admit that we are within the category of
persons whose consent is required under Section 7 of the Securities Act of
1933, as amended, or the rules and regulations of the Securities and
Exchange Commission promulgated thereunder.

                                         Respectfully submitted,

                                         /s/ Squire, Sanders & Dempsey L.L.P.


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