Exhibit 8.1

[Insert Debevoise & Plimpton LLP Letterhead]

[Date]

International Paper Company

6420 Poplar Avenue

Memphis, TN 38197

To those concerned:

We have acted as special counsel to International Paper Company, a New York corporation (“IP”), in connection with (i) the direct or indirect contribution of assets to, and assumption of liabilities by, xpedx, LLC , a New York limited liability company and a wholly owned subsidiary of IP (“xpedx”) or its subsidiaries, (ii) the contribution of all of the membership interests in xpedx to xpedx Intermediate, LLC, a Delaware limited liability company and a wholly owned subsidiary of IP (“xpedx Intermediate”), (iii) the contribution by IP of all of the membership interests in xpedx Intermediate to xpedx Holding Company, a Delaware corporation and a wholly owned subsidiary of IP (“Spinco”) in exchange for an issuance of Spinco Common Stock and other property, (iv) the distribution of all of the Spinco Common Stock to the holders as of the record date (as such term is defined in the Registration Statement) of the IP Common Stock, (v) the merger of UWW Holdings, Inc., a Delaware corporation (“UWWH”) with and into Spinco, with Spinco continuing as the surviving corporation, and (vi) the merger of xpedx Intermediate with and into Unisource Worldwide, Inc., a Delaware corporation and wholly owned subsidiary of UWWH (“Unisource”), with Unisource continuing as the Surviving Corporation (the “Transactions”) pursuant to (a) an Agreement and Plan of Merger, dated as of January 28, 2014, entered into by and among IP, Spinco, xpedx Intermediate, xpedx, UWW Holdings, LLC, a Delaware limited liability company (“UWWH Stockholder”), UWWH and Unisource (the “Merger Agreement”) and (b) a Contribution and Distribution Agreement, dated as of January 28, 2014, entered into by and among IP, Spinco, UWWH and UWWH Stockholder (the “Distribution Agreement”).

As such, we have participated in the preparation of or reviewed (i) the Merger Agreement, (ii) the Distribution Agreement, (iii) the other Transaction Agreements, (iv) the ruling request that was filed with the IRS on August 23, 2013 in connection with the Transactions and all supplemental submissions filed in connection therewith (together, the “Ruling Request”), (v) the ruling letter issued by the IRS on June [_], 2014 in connection with the Transactions (together with the Ruling Request, the “IRS Ruling”), and (vi) the Form S-1 of Spinco filed in connection with the Transactions (as amended or supplemented through the date hereof, the “Registration Statement”) (the “Transaction Documents”). Capitalized terms used herein without definition have the meanings assigned to them in the Merger Agreement.

We are delivering this opinion to you pursuant to Section 9.2(d) of the Merger Agreement.

In rendering this opinion:

No assurance can be given as to the effect on this opinion if any of the foregoing assumptions is or becomes inaccurate.

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Based on the foregoing and subject to the limitations, qualifications and assumptions set forth herein we are of the opinion that:

(1) the contribution by IP to Spinco of 100% of the membership interests in xpedx Intermediate in exchange for additional shares of Spinco Common Stock and receipt by IP of the special cash payment, followed by the distribution of Spinco Common Stock in the Distribution, will qualify as a reorganization within the meaning of Section 368(a)(1)(D) of the Code, and IP and Spinco will each be a party to a reorganization within the meaning of Section 368(b) of the Code;

(2) pursuant to Section 361 of the Code, no gain or loss will be recognized by IP on the contribution to Spinco of 100% of the membership interests in xpedx Intermediate, receipt of the special payment or distribution of the Spinco Common Stock in the Distribution (except that no opinion is expressed herein with respect to the Earnout Payment);

(3) pursuant to Section 355(a)(1) of the Code, no gain or loss will be recognized by the IP Stockholders on the receipt of Spinco Common Stock in the Distribution;

(4) each IP Stockholder’s holding period in the Spinco Common Stock received in the Distribution will include the holding period of the IP Common Stock held by such IP Stockholder;

(5) each IP Stockholder’s aggregate basis in its shares of IP Common Stock and Spinco Common Stock (including fractional shares) immediately after the Distribution will equal the aggregate basis of the IP Common Stock held by such IP Stockholder immediately before the Distribution, with such basis allocated between the IP Common Stock and Spinco Common Stock held by such IP Stockholder in proportion to their respective fair market values; and

(6) each IP Stockholder that receives cash in lieu of fractional shares will recognize gain or loss on such fractional shares computed based on the difference between the cash so received and such IP Stockholder’s basis in such fractional shares (computed as described in (5) above).

This opinion is based upon the Code, Treasury regulations (including proposed Treasury regulations) issued thereunder and administrative and judicial interpretations thereof, all as in effect on the date hereof. No assurance can be given that any of the foregoing authorities will not be modified, revoked, supplemented or overruled, possibly with retroactive effect, that the IRS will agree with this opinion or that, if the IRS were to take a contrary position, such position would not ultimately be sustained by the courts.

This opinion is limited to the matters specifically addressed herein and no other opinion is implied or may be inferred. Additional issues may exist that could affect the

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U.S. federal tax treatment of the Contribution and the Distribution. This opinion does not consider or provide a conclusion with respect to any such additional issues. With respect to any U.S. federal tax issues not addressed herein, this opinion was not written, and cannot be used by any taxpayer, for the purpose of avoiding penalties that may be imposed on the taxpayer under U.S. federal tax law.

This opinion is rendered only as of the date hereof, and we assume no responsibility to advise you or any other person of facts, circumstances, changes in law, or other events or developments that hereafter may occur or be brought to our attention and that may affect the conclusions expressed herein.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the caption “Legal Matters” in the Prospectus forming a part thereof. In giving such consent, we do not concede that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the U.S. Securities and Exchange Commission thereunder.

Very truly yours,

Debevoise & Plimpton LLP

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