EXHIBIT 8.1

                                 May 19, 1999



Uniphase Corporation
163 Baypoint Parkway
San Jose, CA  95134

Ladies and Gentlemen:

We have acted as counsel to Uniphase Corporation ("Uniphase"), a 
Delaware corporation, in connection with its proposed combination (the 
"Merger") with JDS FITEL Inc. ("JDS"), a Canadian corporation, 
pursuant to an amended and restated merger agreement dated as of April 
29, 1999, between Uniphase, JDS and 3506967 Canada Inc., a Canadian 
corporation and indirect subsidiary of Uniphase (the "Agreement").  
The Merger is described in the Registration Statement of Uniphase on 
Form S-3 (the "Registration Statement") filed on the date hereof with 
the Securities and Exchange Commission (the "Commission") under the 
Securities Act of 1933, as amended (the "Securities Act"). 

In that connection, we have reviewed the Agreement, the Registration 
Statement and such other materials as we have deemed necessary or 
appropriate for purposes of our opinion. In addition, we have assumed 
(i) that the Merger will be consummated in accordance with the 
provisions of the Agreement and as contemplated by the Registration 
Statement and (ii) the truth and accuracy, on the date of the Agreement 
and on the date hereof, of the representations and warranties made by 
Uniphase and JDS in the Agreement.  

Based upon and subject to the foregoing, it is our opinion that the 
discussion contained in the Registration Statement under the caption 
"United States Federal Tax Considerations for JDS Shareholders," to 
the extent that it pertains to matters of law or legal conclusions, is 
correct in all material respects.  Because this opinion is being 
delivered prior to the effective time of the Merger, it must be 
considered prospective and dependent upon future events.  There can be 
no assurance that changes in the law will not take place which could 
affect the Federal tax consequences of the Merger or that contrary 
positions may not be asserted by the Internal Revenue Service.

This opinion is being furnished in connection with the Registration 
Statement.  You may rely upon and refer to the foregoing opinion in the 
Registration Statement.  Any variation or difference in any fact from 
those set forth or assumed either herein or in the Registration 
Statement may affect the conclusions stated herein.

We hereby consent to the use of our name under the caption "United 
States Federal Tax Considerations for JDS Shareholders" in the 
Registration Statement and to the filing of this opinion as an Exhibit 
to the Registration Statement.  In giving this consent, we do not admit 
that we come within the category of persons whose consent is required 
under Section 7 of the Securities Act or the rules and regulations of 
the Commission thereunder.

                                       Very truly yours,


                                       /s/  Morrison & Foerster LLP