EXHIBIT 8.1
 
                               DECEMBER 12, 1995
 
Advanced Micro Devices, Inc.
One AMD Plaza
Sunnyvale, CA 94088
 
Ladies and Gentlemen:
 
  We have acted as counsel to Advanced Micro Devices, Inc., a Delaware
corporation ("AMD"), in connection with a proposed merger (the "Merger") with
NexGen, Inc., a Delaware corporation ("NexGen"), pursuant to the terms of the
Agreement and Plan of Merger, dated October 20, 1995, as amended December 11,
1995 (the "Merger Agreement"), by and among AMD, NexGen and AMD Merger
Corporation, a Delaware corporation, as described in the Registration
Statement on Form S-4 to be filed by AMD with the Securities and Exchange
Commission today (the "Registration Statement"). This opinion is being
rendered pursuant to your request. All capitalized terms, unless otherwise
specified, have the meanings assigned to them in the Registration Statement.
 
  In connection with this opinion, we have examined and are familiar with
originals or copies, certified or otherwise identified to our satisfaction, of
(i) the Merger Agreement, (ii) the Registration Statement, and (iii) such
other documents as we have deemed necessary or appropriate in order to enable
us to render the opinion below. In our examination, we have assumed the
genuineness of all signatures, the legal capacity of all natural persons, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as certified, conformed or
photostatic copies and the authenticity of the originals of such copies.
 
  In rendering our opinion, we have considered the applicable provisions of
the Internal Revenue Code of 1986, as amended (the "Code"), Treasury
Regulations, pertinent judicial authorities, interpretive rulings of the
Internal Revenue Service and such other authorities as we have considered
relevant.
 
  Based upon and subject to the foregoing, we are of the opinion that if the
Merger is completed in accordance with the terms and conditions of the Merger
Agreement:
 
  1. The Merger will constitute a reorganization within the meaning of
     Section 368 of the Code.
 
  2. The discussion entitled "Certain Federal Income Tax Consequences" in the
     Registration Statement, insofar as it relates to statements of law or
     legal conclusions, is correct in all material respects.
 
  We hereby consent to the use of our name under the heading "Certain Federal
Income Tax Consequences" in the Registration Statement and to the filing of
this opinion as Exhibit 8.1 to the Registration Statement.
 
  This opinion is based on current United States federal income tax law, and
we do not undertake to advise you as to any future changes in that law that
may affect this conclusion unless we are specifically retained to do so.
 
                                          Very truly yours,
 
                                          /s/ Bronson, Bronson & McKinnon
 
                                          Bronson, Bronson & McKinnon