OPINION OF BRONSON, BRONSON & MCKINNON

LAW OFFICES OF
BRONSON, BRONSON & MCKINNON
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS

FAX 505 MONTGOMERY STREET LOS ANGELES
(415) 982-1394 SAN FRANCISCO, CALIFORNIA 94111-2514 LAKEPORT
TELEPHONE (415) 986-4200 WALNUT CREEK
TELEX SANTA ROSA
255921 KINBR UR SAN JOSE


April 1, 1994



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


Ladies and Gentlemen:

This opinion is being delivered in connection with the
registration under the Securities Act of 1933 by Advanced Micro
Devices, Inc., a Delaware corporation ("AMD" or the "Company"),
of (a) secured or unsecured debt securities (the "Debt Securities")
which may be either senior debt securities (the "Senior Debt
Securities"), senior subordinated debt securities (the "Senior
Subordinated Debt Securities") or subordinated debt securities (the
"Subordinated Debt Securities"), (b) shares of preferred stock, par
value $0.10 per share (the "Preferred Stock"), of the Company in one
or more series, (c) depositary shares of the Company (the "Depositary
Shares"), each representing fractional interests in Preferred Stock,
(d) shares of common stock, par value $0.01 per share, of the Company
(the "Common Stock") accompanied by preferred stock purchase rights
("Rights"), and (e) warrants to purchase Common Stock (the
"Warrants"), or any combination of the foregoing, either individually
or as units consisting of one or more of the foregoing, each on terms
to be determined at the time of sale. The Debt Securities, the
Preferred Stock, the Depositary Shares, the Common Stock, and the
Warrants are sometimes hereinafter referred to, individually, as a
"Security," and, collectively, as the "Securities." The Securities
shall be offered by the Company from time to time at an aggregate
initial public offering price of up to $400,000,000. The Securities
are to be issued pursuant to a Registration Statement on Form S-3 (the
"Registration Statement") to be filed by the Company with the
Securities and Exchange Commission on or about April 1, 1994.

We are familiar with the proceedings to date by the Company
with respect to the issuance and sale of the Securities and have
examined such records, documents and matters of law as we have
deemed necessary for purposes of this opinion.

Based upon the foregoing, we are of the opinion that:

BRONSON, BRONSON & MCKINNON

Advanced Micro Devices, Inc.
April 1, 1994
Page 2


1. AMD is a corporation duly organized and validly
existing under the laws of the State of Delaware.

2. When (a) appropriate additional proceedings have been
taken as now contemplated by us as your counsel, (b) an indenture
in the form of the indenture filed as Exhibit 4.6 to the
Registration Statement under which the Debt Securities will be
issued (the "Indenture") has been duly executed and delivered,
(c) the terms of the Debt Securities have been established in
accordance with the Indenture and duly adopted resolutions of
AMD's Board of Directors authorizing the creation, issuance and
sale of the Debt Securities, (d) the Debt Securities have been
executed and authenticated in accordance with the terms of the
Indenture, and (e) the Debt Securities have been issued, sold and
delivered in the manner and for the consideration stated in the
Registration Statement, any prospectus supplement relating
thereto and the Indenture, the Debt Securities will be legal,
valid and binding obligations of the Company.

3. When (a) the terms of any particular series of
Preferred Stock have been established in accordance with the
resolutions of AMD's Board of Directors authorizing the issuance
and sale of Preferred Stock, (b) a statement of designation
conforming to the Delaware General Corporation Law regarding the
Preferred Stock has been filed with the Secretary of State of the
State of Delaware, and (c) the Preferred Stock has been issued,
sold and delivered in the manner and for the consideration stated
in the Registration Statement, and any prospectus supplement
relating thereto, and in accordance with the terms of the
particular series as established by AMD's Board of Directors, the
Preferred Stock will be duly and validly issued, fully paid and
nonassessable.

4. When (a) Preferred Stock has been duly and validly
issued pursuant to Paragraph 3 above, (b) the Preferred Stock has
been deposited with a bank or trust company (which meets the
requirements set forth in the Registration Statement) under one
or more deposit agreements, substantially in the form of the form
of the Deposit Agreement filed as Exhibit 4.7 to the Registration
Statement, which have been duly authorized and validly executed,
and (c) Depositary Shares, evidenced by depositary receipts, are
issued, sold and delivered in the manner and for the
consideration stated in the Registration Statement, and any
prospectus supplement relating thereto, and in accordance with
the appropriate depositary agreements, the Depositary Shares will
be duly and validly issued, fully paid and nonassessable.

5. The Common Stock and accompanying Rights, when (a)

BRONSON, BRONSON & MCKINNON

Advanced Micro Devices, Inc.
April 1, 1994
Page 3

appropriate additional proceedings have been taken as now
contemplated by us as your counsel, (b) duly authorized by
appropriate resolutions of AMD's Board of Directors, and (c)
issued, sold and delivered in the manner and for the
consideration stated in the Registration Statement, and any
prospectus supplement relating thereto, will be duly and validly
issued, fully paid and nonassessable.

6. When (a) appropriate additional proceedings have been
taken as now contemplated by us as your counsel, (b) one or more
warrant agreements (incorporating the form of Standard Common
Stock Warrant Agent Provisions filed as Exhibit 4.9 to the
Registration Statement) under which the Common Stock Warrants
will be issued have been duly executed and delivered by the
Company and a warrant agent, (c) the terms of the Common Stock
Warrants have been established in accordance with the appropriate
warrant agreement and duly adopted resolutions of AMD's Board of
Directors authorizing the issuance and sale of the Common Stock
Warrants and reserving an appropriate number of shares of Common
Stock to be issued upon the exercise of the Common Stock
Warrants, (d) the Common Stock Warrant certificates have been
executed and authenticated in accordance with the terms of the
appropriate warrant agreement, and (e) the Common Stock Warrants
have been issued, sold and delivered in the manner and for the
consideration stated in the Registration Statement, any
prospectus supplement relating thereto and the appropriate
warrant agreement, the Common Stock Warrants will be legal, valid
and binding obligations of the Company and the shares of Common
Stock that may be issuable upon the exercise of such Common Stock
Warrants, when so issued in accordance with the terms of the
appropriate warrant agreement and against payment of the exercise
price or other consideration set forth therein, will be duly and
validly issued, fully paid and nonassessable.

In connection with our opinions expressed above, we have
assumed that, at or prior to the time of the delivery of any such
Security, the Registration Statement has been declared effective
and there will not have occurred any change in law affecting the
validity or enforceability of such Security. We have also
assumed that none of the terms of any Security to be established
subsequent to the date hereof, nor the issuance and delivery of
such Security, nor the conversion of such Security into another
Security, nor the exercise of any right under such Security to
acquire another Security, nor the compliance by the Company with
the terms of such Security, will violate any applicable law or
will result in a violation of any provision of any instrument or
agreement then binding upon the Company or any restriction
imposed by any court or governmental body having jurisdiction
BRONSON, BRONSON & MCKINNON

Advanced Micro Devices, Inc.
April 1, 1994
Page 4

over the Company. In addition, we express no opinion as to the
effect of applicable bankruptcy, insolvency, fraudulent transfer,
moratorium, reorganization or other laws of general applicability
relating to or affecting creditors' rights and to general
principles of equity.

We are members of the Bar of the State of California and the
foregoing opinion is limited to the laws of the State of
California, the federal laws of the United States of America,
the General Corporation Law of the State of Delaware and,
solely with respect to the Indenture, the laws of the
State of New York, without reference to choice of law provisions.

We hereby consent to the filing of this opinion with the
Securities and Exchange Commission in connection with the filing
of the Registration Statement referred to above. We also consent
to the use of our name in the related prospectus and any
prospectus supplement under the heading "Legal Matters."


Bronson, Bronson & McKinnon



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