OPINION OF FENWICK & WEST LLP

EXHIBIT 5.01
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November 25, 1998

Advanced Micro Devices, Inc.
One AMD Place
Sunnyvale, CA 94088-3453

Gentlemen/Ladies:

At your request, we have examined the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by you with the Securities and Exchange
Commission (the "Commission") on or about November 25, 1998 in connection with
the registration under the Securities Act of 1933, as amended, of an aggregate
of 4,700,000 shares of your Common Stock (the "Stock"), subject to issuance by
you upon the exercise of options granted or to be granted under the Advanced
Micro Devices, Inc. 1998 Stock Incentive Plan (the "Plan"). In rendering this
opinion, we have examined the following:

(1) the Registration Statement together with the Exhibits filed as a part
thereof, including without limitation the Option Plans and related
grant and exercise form agreements;

(2) the Prospectus prepared in connection with the Registration Statement;

(3) the minutes of meetings and actions by written consent of the Board of
Directors pertaining to the adoption of the Plan that are contained in
your minute books that are in our possession;

(4) the stock records that you have provided to us (consisting of a
document from your transfer agent dated as of November 20, 1998
verifying the number of your issued and outstanding shares of capital
stock as of such date and a list of all outstanding options
that was prepared by you and dated November 20, 1998 verifying the
number of such issued and outstanding securities); and

(5) a Management Certificate addressed to us and dated of even date
herewith executed by Advanced Micro Devices, Inc. (the "Company")
containing certain factual and other representations.

For purposes of this opinion, we have confirmed with the Commission that
the description of the Company's Common Stock contained in the Company's
Registration Statement on Form 8-A filed with the Commission on September 14,
1979 is still effective, that there is no stop order issued for the Registration
Statement on Form 8-A and that you are eligible to use Form S-8.

In our examination of documents for purposes of this opinion, we have
assumed, and express no opinion as to, the genuineness of all signatures on
original documents, the authenticity of all documents submitted to us as
originals, the conformity to originals of all documents submitted to us as
copies, the legal capacity of all natural persons executing the same, the lack
of any undisclosed terminations, modifications, waivers or amendments to any
documents reviewed by us and the due execution and delivery of all documents
where due execution and delivery are prerequisites to the effectiveness thereof.

As to matters of fact relevant to this opinion, we have relied solely upon
our examination of the documents referred to above and have assumed the current
accuracy and completeness of the information included in the documents referred
to above. We have made no independent investigation or other attempt to verify
the accuracy of any of such information or to determine the existence or non-
existence of any other factual matters; however, we are not aware of any facts
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that would lead us to believe that the opinion expressed herein is not accurate.

We are admitted to practice law in the State of California, and we express
no opinion herein with respect to the application or effect of the laws of any
jurisdiction other than the existing laws of the United States of America and
the State of California and (without reference to case law or secondary sources)
the existing Delaware General Corporation Law.

Based upon the foregoing, it is our opinion that the 4,700,000 shares of
Stock that may be issued and sold by you upon the exercise of options granted or
to be granted under the Option Plans, when issued and sold in accordance with
the respective Option Plan and purchase agreements to be entered into
thereunder, and in the manner referred to in the Prospectus associated with the
Registration Statement, will be validly issued, fully paid and nonassessable.

We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to all references to us, if any, in the
Registration Statement, the Prospectus prepared in connection therewith and any
amendments thereto.

This opinion speaks only as of its date and is intended solely for the your
use as an exhibit to the Registration Statement for the purpose of the above
sale of the Stock and is not to be relied upon for any other purpose.

Very truly yours,



/s/ Fenwick & West LLP

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