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                                                                     EXHIBIT 8.1

                   [Letterhead of Gibson, Dunn & Crutcher LLP]

                                December 5, 2001



(949) 451-3961                                                     C 29003-00721

Fleetwood Enterprises, Inc.
3125 Myers Street
Riverside, CA 92503

         Re:      FLEETWOOD CAPITAL TRUST II AND 9.75% CONVERTIBLE SUBORDINATED
                  DEBENTURES

Gentlemen:

         We have acted as tax counsel to Fleetwood Enterprises, Inc., a
Delaware corporation (the "Company"), in connection with the issuance by the
Company of 9.75% Convertible Subordinated Debentures, which mature on
February 15, 2013 (the "Convertible Subordinated Debentures"), to Fleetwood
Capital Trust II, a statutory business trust created under the Delaware
Business Trust Act of the State of Delaware (the "Trust"). The terms of the
Convertible Subordinated Debentures and a description of the Trust are set
forth in the Registration Statements on Forms S-3/S-4 filed on June 12, 2001,
as amended (the "Registration Statement") and the operative documents
described therein.

         This opinion is based on the accuracy of the facts described and the
representations made in the Registration Statement. This opinion is also based
upon the assumptions that (i) the Convertible Subordinated Debentures represent
valid and enforceable obligations of the Company, and (ii) the Trust will
operate in full compliance with the trust agreement and the terms of the
indenture governing the Convertible Subordinated Debentures (the "Indenture").

         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, of corporate records and other
instruments as we have deemed necessary or appropriate for purposes of this
opinion. We are opining herein as to the effect on the subject transaction only
of the federal income tax laws of the United States, and we express no opinion

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Fleetwood Enterprises, Inc.
December 5, 2001
Page 2

with respect to the applicability thereto, or the effect thereon, of other
federal, state, local, or territorial laws or the laws of any other
jurisdiction.

         Based on the foregoing:

         (1) The Trust will be classified for U.S. federal income tax purposes
as a grantor trust and not as a partnership or as an association taxable as a
corporation;

         (2) The Convertible Subordinated Debentures, when issued, authenticated
and delivered in accordance with the terms of the Indenture, will constitute
indebtedness of the Company for U.S. federal income tax purposes; and

         (3) We confirm that the discussion set forth in the Registration
Statement under the caption "United States Federal Income Tax Considerations,"
sets forth our opinion as to the material U.S. federal income tax considerations
related to the exchange offer and the ownership and disposition of the exchange
preferred securities and common stock received upon a conversion of exchange
preferred securities by holders that receive their exchange preferred securities
in the exchange offer or purchase their exchange preferred securities in the
cash offer.

         This opinion is based on various statutory provisions, regulations
promulgated thereunder and interpretations thereof by the Internal Revenue
Service and the courts having jurisdiction over such matters, all of which are
subject to change either prospectively or retroactively. Any variation or
difference in the facts from those set forth in the Registration Statement or
the operative documents described therein may affect the conclusions stated
herein.

         We hereby consent to the use of our name and our opinion under the
caption "United States Federal Income Tax Considerations" in the Registration
Statement.

                                                Very truly yours,

                                                /s/ GIBSON, DUNN & CRUTCHER LLP

                                                GIBSON, DUNN & CRUTCHER LLP

SMK/pam