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                                                                Exhibit 8.2



                                                January 14, 1997

United Air Specialists, Inc.
4440 Creek Road
Cincinnati, Ohio  45242

Ladies and Gentlemen:

        You have requested our opinion with respect to certain federal income
tax consequences of the proposed merger ("Merger") of CUAC INC., an Ohio
corporation ("Sub") and a direct wholly-owned subsidiary of CLARCOR, Inc., a
Delaware corporation ("Parent"), with and into United Air Specialists, Inc. an
Ohio corporation ("Company"), on the terms and conditions set forth in the
Agreement and Plan of Merger dated as of September 23, 1996 (the "Merger
Agreement").  Capitalized terms not defined herein have the meanings specified
in the Merger Agreement.  The opinion rendered herein is intended to satisfy
the requirement of the Securities and Exchange Commission for an opinion
relating to the federal income tax consequences of the Merger if it closes as
planned.

        As provided in the Merger Agreement, at the time the Merger becomes
effective (the "Effective Time"), by reason of the Merger: (i) all outstanding
Company Common Shares then held in the treasury of the Company or by any
wholly-owned subsidiary of the Company and any Company Common Shares then owned
by Parent, Sub or any other wholly-owed subsidiary of Parent will be canceled
and no capital stock of Parent or other consideration will be delivered in
exchange therefor; (ii) each then outstanding share of capital stock of Sub
will be converted into one share of Common Stock of the Surviving Corporation
and (iii) each then outstanding Company Common Share (other than shares
canceled as described in clause (i) above and shares in respect of which
dissenters' rights are properly exercised) will be converted into .3702116 of
a share of Parent Common Stock (subject to adjustment in certain circumstances)
including the corresponding percentage of Parent Rights, with cash being paid
in lieu of fractional shares of Parent Common Stock.  Accordingly, immediately
following the Merger, the former holders of Company Common Shares will hold
Parent Common Stock and the associated Parent Rights issued in the Merger (and
cash in lieu of any fractional shares of Parent Common Stock) and the Company,
as the surviving corporation, will be a wholly-owned subsidiary of Parent.  The
Merger and the Merger Agreement are more fully described in Parent's
Registration Statement on Form S-4 (the "Registration Statement") relating to
the registration of the 1,209,302 shares of Parent Common Stock and associated
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United Air Specialists, Inc.
January 14, 1997
Page 2

Parent Rights, which is being filed by Parent with the Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended. The Registration
Statement includes the Proxy Statement/Prospectus (the "Prospectus") of Parent
and the Company.

        In rendering the opinions expressed below, we have relied upon the
accuracy of the facts, information and representations and the completeness of
the covenants contained in the Merger Agreement, the Prospectus, the
Certificates referred to below and such other documents as we have deemed
relevant and necessary. Such opinions are conditioned, among other things, not
only upon such accuracy and completeness as of the date hereof, but also the
continuing accuracy and completeness thereof as of the Effective Time.
Moreover, we have assumed the absence of any change to any of such instruments
between the date hereof and the Effective Time.

        We have assumed the authenticity of all documents submitted to us as
originals, the genuineness of all signatures, the legal capacity of all natural
persons and the conformity with original documents of all copies submitted to
us for our examination. We have also assumed that: (i) the transactions related
to the Merger or contemplated by the Merger Agreement will be consummated (A)
in accordance with the Merger Agreement and (B) as described in the Prospectus;
(ii) the Merger will qualify as a statutory merger under the laws of the State
of Ohio; (iii) the accuracy as of the date hereof, and the continuing accuracy
as of the Effective Time, of the written statements made by executives of
Parent and the Company contained in the Parent Tax Certificate and the Company
Tax Certificate, respectively, and the written statements made by certain
shareholders of the Company in the Shareholder Certificates (the
"Certificates"). We have not independently verified any factual matters
relating to the Merger in connection with or apart from our preparation of this
opinion and accordingly our opinion does not take into account any matters not
set forth herein or in the Prospectus which might have been disclosed by
independent verification.

        In rendering the opinion expressed below, we have considered the
applicable provisions of the Internal Revenue Code of 1986, as amended (the
"Code"), Regulations promulgated thereunder by the United States Treasury
Department (the "Regulations"), pertinent judicial authorities, rulings of the
Internal Revenue Service and such other authorities as we have considered
relevant. It should be noted that the Code, the Regulations and such judicial
decisions, administrative interpretations and other authorities are subject to
change at any time and, in some circumstances, with retroactive effect; and any
such change could affect the opinions stated herein. This opinion represents
our best legal judgment, but it has no binding effect or official status of any
kind, and no assurance can be given that contrary positions may not be taken by
the IRS or a court considering the issues.

        Based upon and subject to the foregoing, it is our opinion, as counsel
for the Company, that:

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United Air Specialists, Inc.
January 14, 1997
Page 3


     (1)     The Merger will constitute a "reorganization" within the meaning
of Section 368(a) of the Code, and the Company, Sub and Parent will each be a
party to such reorganization within the meaning of Section 368(b) of the Code.

     (2)     No gain or loss will be recognized by the Company as a result of
the Merger.

     (3)     No gain or loss will be recognized by the non-dissenting
shareholders of the Company upon the conversion of their Company Common Shares
into shares of Parent Common Stock in accordance with the Merger, except with
respect to cash, if any, received in lieu of fractional shares of Parent Common
Stock.

     (4)     The aggregate tax basis of the shares of Parent Common Stock
received by a shareholder in exchange for Company Common Shares in accordance
with the Merger (including fractional shares of Parent Common Stock for which
cash is received) will be the same as the aggregate tax basis of such Company
Common Shares.

     (5)     The holding period for shares of Parent Common Stock received by a
shareholder in exchange for Company Common Shares in accordance with the Merger
will include the period that such Company Common Shares were held by the
shareholder, provided such Company Common Shares were held as capital assets by
such shareholder at the Effective Time.

     (6)     A shareholder of the Company who receives cash in lieu of a
fractional share of Parent Common Stock will recognize gain or loss equal to
the difference, if any, between such shareholder's basis in such fractional
share and the amount of cash received.

     Our opinion is limited to the foregoing federal income tax consequences of
the Merger as expressly set forth in paragraphs 1 through 6, inclusive, which
are the only matters as to which you have requested our opinion.  We do not
address any other federal income tax consequences of the Merger or other
matters of federal law and have not considered matters (including state or
local tax consequences) arising under the laws of any jurisdiction other than
matters of federal law arising under the laws of the United States.

     We assume no obligation to update or supplement this letter to reflect any
facts or circumstances which may hereafter come to our attention with respect
to the opinions expressed above, including any changes in applicable law which
may hereafter occur.

     We hereby consent to the filing of this letter as an Exhibit to the
Registration Statement relating to shares of Parent Common Stock and the
associated Parent Rights that may be issued in connection with the Merger and
to the reference to our firm in the Prospectus.

                                                Very truly yours, 

                                                Graydon, Head & Ritchey 

