OPINION OF LATHAM & WATKINS

EXHIBIT 5


[LETTERHEAD OF LATHAM & WATKINS ATTORNEYS AT LAW]


June 23, 1998



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

Re: Advanced Micro Devices, Inc.
3,700,000 shares of Common Stock, par value $0.01 per share
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Ladies/Gentlemen:

In connection with the registration under the Securities Act 1933, as
amended (the "Act"), of an aggregate of 3,700,000 shares (the "Shares") of
common stock, par value $0.01 per share, of Advanced Micro Devices, Inc. (the
"Company") issuable under the Advanced Micro Devices, Inc. 1996 Stock Incentive
Plan (the "Plan"), by the Company on Form S-8 filed with the Securities and
Exchange Commission (the "Commission") on June 23, 1998 (the "Registration
Statement"), you have requested our opinion with respect to the matters set
forth below.

In our capacity as your counsel in connection with such registration, we
are familiar with the proceedings taken and proposed to be taken by the Company
in connection with the authorization, issuance and sale of the Shares. In
addition, we have made such legal and factual examinations and inquiries,
including an examination of originals or 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.


Advanced Micro Devices, Inc.
June 23, 1998
Page 2

We are opining herein as to the effect on the subject transaction only
of 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 any
other laws, or as to any matters of municipal law or the laws of any other local
agencies within the State of Delaware.

Subject to the foregoing, it is our opinion that Shares to be issued
under the Plan have been duly authorized, and upon the issuance and delivery of
the Shares, in the manner contemplated by the Plan, and assuming the Company
completes all actions and proceedings required on its part to be taken prior to
the issuance and delivery of the Shares pursuant to the terms of the Plan,
including, without limitation, collection of required payment for the Shares,
the Shares will be validly issued, fully paid and nonassessable.

The opinion is rendered only to you and is solely for your benefit in
connection with the transactions covered hereby. This opinion may not be relied
upon by you for any other purpose, or furnished to, quoted to or relied upon by
any other person, firm or corporation for any purpose, without our prior written
consent. We consent to your filing this opinion as an exhibit to the
Registration Statement.


Very truly yours,

/s/ LATHAM & WATKINS