Western Digital Corp – ‘S-3/A’ on 8/11/98 – EX-8.1

As of:  Tuesday, 8/11/98   ·   Accession #:  892569-98-2193   ·   File #:  333-52463

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Pre-Effective Amendment to Registration Statement for Securities Offered Pursuant to a Transaction   —   Form S-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-3/A       Amendment No. 1 to Form S-3                           47    297K 
 2: EX-5.1      Opinion of Gibson Dunn & Crutcher Re:Legality          3     14K 
 3: EX-8.1      Opinion of Gibson Dunn & Crutcher Re:Tax Matters       2      9K 
 4: EX-12.1     Ratio of Earnings to Fixed Charges                     1      7K 
 5: EX-23.3     Consent of Kpmg Peat Marwick LLP                       1      5K 

EX-8.1   —   Opinion of Gibson Dunn & Crutcher Re:Tax Matters

EX-8.1
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                                                                   EXHIBIT 8.1

 August 11, 1998

(212) 351-4000                                                     C 96182-00117

Western Digital Corporation                                                     
8105 Irvine Center Drive                                                        
Irvine, California 92718                                                        

Ladies and Gentlemen:                                                           

            At your request, we have examined the Shelf Registration
Statement on Form S-3 (the "Shelf Registration Statement") of Western Digital   
Corporation ("Western Digital") dated August 11, 1998, filed in connection with 
the registration under the Securities Act of 1933, as amended (the "Securities  
Act") of $1,297,200,000 aggregate principal amount of Zero Coupon Convertible   
Subordinated Debentures (the "Debentures") and 19,373,682 shares of the common  
stock of Western Digital (the "Common Stock").                                  

              In formulating our opinion as to the matters certified, we
have examined such documents as we have deemed appropriate, including the Shelf 
Registration Statement and the indenture dated as of February 18, 1998, between 
Western Digital and State Street Bank and Trust Company of California, N.A., as 
trustee, pursuant to which the Debentures were issued. Also, we have obtained   
such additional information as we have deemed relevant and necessary through    
consultation with various officers and representatives of the Company. The terms
of the Debentures and the Common Stock, which are set forth in the Shelf        
Registration Statement, are incorporated herein by reference.                   

                  Based upon the terms of the Debentures and the Common Stock as
set forth in the Shelf Registration Statement, it is our opinion that, although 
the discussion presented in the Shelf Registration Statement under the caption  
"Certain Federal Income Tax Considerations" is general in many respects and does
not purport to discuss all of the possible federal income tax consequences of an
investment in the Debentures or the Common Stock, such discussion, to the extent
it discusses matters of law or legal conclusions, is correct in all material    
respects.                                                                       

EX-8.1
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Western Digital Corporation                                                     
August 11, 1998                                                                 
Page 2                                                                          

                 We hereby consent to the filing of this opinion as an Exhibit
to the Shelf Registration Statement, and we further consent to the use of our   
name under the caption "Legal Matters." In giving this consent, we do not       
thereby admit that we are within the category of persons whose consent is       
required under Section 7 of the Securities Act or the rules and regulations     
promulgated thereunder.                                                         

                   Very truly yours,

                                 /s/ GIBSON, DUNN & CRUTCHER LLP

                             GIBSON, DUNN & CRUTCHER LLP

DWM/PSI/MJH                                                                     

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-3/A’ Filing		Date		First		Last			Other Filings
Filed on:		8/11/98		1		2			None on these Dates
		2/18/98		1
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