OPINION OF MCDERMOTT, WILL & EMERY

EXHIBIT 8.1

MCDERMOTT, WILL & EMERY
227 West Monroe Street
Chicago, Illinois 60606-5096
(312) 372-2000


May 17, 2002

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

Re: Registration Statement on Form S-3
4 3/4% Convertible Senior Debentures Due 2022
Shares of Common Stock, par value $0.01 per share


Ladies and Gentlemen:

We have acted as special tax counsel to Advanced Micro
Devices, Inc., a Delaware corporation (the "Company"), in connection with the
preparation and filing with the Securities and Exchange Commission (the "SEC")
of a Registration Statement on Form S-3 (the "Registration Statement") pursuant
to the Securities Act of 1933, as amended (the "Securities Act"), relating to
the registration for resale under the Securities Act of $500,000,000 aggregate
issue price of the Company's 4 3/4 % Convertible Senior Debentures due 2022 (the
"Debentures"), which may be converted in certain cases into shares of the
Company's common stock.

In rendering the opinions set forth herein, we have reviewed
the Registration Statement, including the exhibits thereto, and such other
documents, records and instruments as we have deemed necessary or appropriate
for purposes of this opinion.

Based upon the foregoing, and subject to the limitations,
qualifications, exceptions and assumptions set forth herein, we are of the
opinion that the discussion set forth in the Registration Statement under the
heading "Material United States Federal Income Tax Considerations," to the
extent it states matters of law, summaries of legal matters, or legal
conclusions with respect thereto under the laws of the United States, is a fair
summary in all material respects of the material United States federal income
tax consequences to holders of the Debentures under existing United States laws.

The opinion set forth above is based upon our interpretations
of current United States federal income tax law, including court authority and
existing Final and Temporary Regulations, which are subject to change both
prospectively and retroactively. No opinion is


Advanced Micro Devices, Icn.
May 17, 2002
Page 2

being rendered as to the amount of the comparable yield for the Debentures. In
addition, our opinion is based on the assumption that the matter will be
properly presented to the applicable court. Furthermore, our opinion is not
binding on the Internal Revenue Service or a court. There can be no assurance
that the Internal Revenue Service will not take a contrary position or that a
court would agree with our opinion if litigated.

We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to being named in the related prospectus under
the caption "Legal Matters" with respect to the matters stated therein. In
giving such consent, we do not admit that we are "experts" under the Securities
Act, or the rules and regulations of the SEC issued thereunder, with respect to
any part of the Registration Statement, including this exhibit. This opinion is
intended solely for your use as an exhibit to the Registration Statement for the
purpose of the above sale of the Debentures or common stock and is not to be
relied upon for any other purpose.

Very truly yours,

/s/ McDermott, Will & Emery

MCDERMOTT, WILL & EMERY