OPINION OF LATHAM & WATKINS

EXHIBIT 5.1

Latham & Watkins
505 Montgomery Street, Suite 1900
San Francisco, California 94111
(415)391-0600

March 8, 2002


Advanced Micro Devices, Inc.
One AMD Place
Sunnyvale, California 94086

Re: Advanced Micro Devices, Inc.
$500,000,000 Aggregate Principal Amount of
4.75% Convertible Senior Debentures Due 2022
--------------------------------------------

Ladies and Gentlemen:

In connection with the registration of $500,000,000 aggregate principal
amount of 4.75% Convertible Senior Debentures Due 2022 by Advanced Micro
Devices, Inc., a Delaware corporation (the "Company"), under the Securities Act
-------
of 1933, as amended, on Form S-3 filed with the Securities and Exchange
Commission on March 8, 2002 (the "Registration Statement"), you have requested
----------------------
our opinion with respect to the matters set forth below. The Debentures have
been issued pursuant to an indenture dated January 29, 2002 (the "Indenture") by
---------
and between the Company and the Bank of New York, as trustee (the "Trustee").
-------
Capitalized terms used herein without definition have the meanings assigned to
them in the Indenture.

In our capacity as your counsel in connection with such registration, we
are familiar with the proceedings taken by the Company in connection with the
authorization, issuance and sale of the Debentures. In addition, we have made
such legal and factual examinations and inquiries, including an examination of
originals and copies certified or otherwise identified to our satisfaction, of
such documents, corporate records and instruments as we have deemed necessary or
appropriate for purposes of this opinion.

In our examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, and the conformity
to authentic original documents of all documents submitted to us as copies.

We are opining herein as to the effect on the subject transaction only of
the internal laws of the State of New York and the General Corporation Law of
the State of Delaware, and we express no opinion with respect to the
applicability thereto, or the effect thereon, of the laws of any other
jurisdiction or, in the case of Delaware any other laws, or as to any matters of
municipal law or the laws of any other local agencies within any state.

Subject to the foregoing and the other matters set forth herein, it is our
opinion that as of the date hereof:


LATHAM & WATKINS
Advanced Micro Devices, Inc.
March 8, 2002
Page 2

1. The Debentures have been duly authorized by all necessary corporate
action of the Company and constitute legally valid and binding obligations of
the Company, enforceable against the Company in accordance with their terms.

2. The shares of the Company's common stock issuable upon conversion of the
Debentures have been duly authorized, and when issued upon conversion of the
Debentures in accordance with the terms of the Indenture and the Debentures,
will be validly issued, fully paid and nonassessable.

The opinions rendered in paragraph 1 relating to the enforceability of the
Debentures are subject to the following exceptions, limitations and
qualifications: (i) the effect of bankruptcy, insolvency, reorganization,
moratorium or other similar laws now or hereafter in effect relating to or
affecting the rights or remedies of creditors; (ii) the effect of general
principles of equity, whether enforcement is considered in a proceeding in
equity or at law, and the discretion of the court before which any proceeding
therefore may be brought; (iii) we express no opinion concerning the
enforceability of the waiver of rights or defenses contained in Section 5.15 of
the Indenture; and (iv) we express no opinion with respect to whether
acceleration of the Debentures may affect the collectibility of that portion of
the stated principal amount thereof that might be determined to constitute
unearned interest thereon.

We have not been requested to express, and with your knowledge and consent,
do not render any opinion as to the applicability to the obligations of the
Company under the Indenture and the Debentures of Section 548 of the United
States Bankruptcy Code or applicable state law (including, without limitation,
Article 10 of the New York Debtor and Creditor Law) relating to fraudulent
transfers and obligations.

To the extent that the obligations of the Company under the Indenture may
be dependent upon such matters, we assume for purposes of this opinion that the
Trustee is duly organized, validly existing and in good standing under the laws
of its jurisdiction of organization; that the Trustee is duly qualified to
engage in the activities contemplated by the Indenture; that the Indenture has
been duly authorized, executed and delivered by the Trustee and constitutes the
legally valid, binding and enforceable obligation of the Trustee enforceable
against the Trustee in accordance with its terms; that the Trustee is in
compliance, generally and with respect to acting as a trustee under the
Indenture, with all applicable laws and regulations; and that the Trustee has
the requisite organizational and legal power and authority to perform its
obligations under the Indenture.

We consent to your filing this opinion as an exhibit to the Registration
Statement and to the reference to our firm contained under the heading "Legal
Matters."

Very truly yours,

/s/ Latham & Watkins