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                                                                     Exhibit 8.1

April 4, 2001

Lennar Corporation
700 N.W. 107th Avenue
Miami,FL 33172

Re:  Lennar Corporation $550,267,000 Zero Coupon Convertible Senior Subordinated
     Notes due 2021

Ladies and Gentlemen:

We have acted as United States counsel for Lennar Corporation (the "Company") in
connection with the issuance of the $550,267,000 Zero Coupon Convertible Senior
Subordinated Notes due 2021 (the "Notes"), as described in the Prospectus dated
as of August 23, 2000 (the "Prospectus") and the Prospectus Supplement dated as
of March 30, 2001 (the "Prospectus Supplement").

In rendering the opinion expressed herein, we have examined and relied, with the
Company's consent, on originals or copies, certified or otherwise identified to
our satisfaction, of such documents, corporate records and such other documents,
records and instruments as we have deemed necessary or appropriate for the
purpose of rendering this opinion. In our examination of the foregoing
documents, we have assumed, with the Company's consent, that (i) all documents
reviewed by us are original documents, or true and accurate copies of original
documents, and have not been subsequently amended, (ii) the signatures on each
original document are genuine, (iii) each party who executed the document had
proper authority and capacity, (iv) all representations and statements set forth
in such documents are true and correct, (v) all obligations imposed by any such
documents on the parties thereto have been or will be performed or satisfied in
accordance with their terms and (vi) the Company have at all times been and will
continue to be organized and operated in accordance with the terms of such
documents. We have also assumed the accuracy of the statements and description
of the Company's intended activities as described in the Prospectus and the
Prospectus Supplement and that the Company have operated and will continue to
operate in accordance with the method of operation described in the Prospectus
and the Prospectus Supplement.

For purposes of the opinions below, we have reviewed and relied on analyses
which showed that the likelihood that a substantial number of contingent
interest payments will be made with regard to the Notes is not remote, but that
the number of contingent interest payments which will be made is not certain,
and that the amount of the contingent interest payments which are likely to be
made will not be incidental. The Company has represented to us, based upon
advice it has received from Salomon Smith Barney, that the assumptions on which
these analyses are based are reasonable.

Based on the foregoing, we are of the opinion that:

(1) the Notes will be treated as indebtedness for United States federal income
    tax purposes;
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(2) the Notes will be subject to the regulations governing contingent payment
debt instruments contained in section 1.1275-4(b) of the Treasury Regulations;
and

(3) the term "comparable yield" means the annual yield the Company would pay,
as of the initial issue date, on a fixed-rate nonconvertible debt security,
with no contingent payments, but with terms and conditions otherwise comparable
to those of the Notes.

Depending on the identity of the persons to whom the Notes were marketed or
sold, there may be a presumption that the comparable yield is the applicable
federal rate based on the overall maturity of the Notes. This presumption may
only be overcome with clear and convincing evidence that the comparable yield
should be some yield other than the applicable federal rate.

We are also of the opinion that the information contained in the Prospectus
Supplement under the captions "Summary--The Offering--Accrual of Original Issue
Discount for United States Tax Purposes" and "Certain United States Federal
Income Tax Considerations," to the extent that it constitutes matters of law,
summaries of legal matters, or legal conclusions, is correct in all material
respects.

The opinion stated above represents our conclusions as to the application of
the federal income tax laws of the United States of America existing as of the
date of this letter in connection with the transactions contemplated in the
Prospectus and the Prospectus Supplement, and we can give no assurance that
legislative enactments, administrative changes or court decisions may not be
forthcoming that would modify or supersede our opinion. In addition, there can
be no assurance that positions contrary to our opinion will not be taken by the
Internal Revenue Service, or that a court considering the issues would not hold
contrary to such opinion. Further, the opinion set forth above represents our
conclusions based upon the documents, facts and accuracy of the assumptions and
representations referred to above. Any material amendments to such documents,
changes in any significant facts or inaccuracy of such assumptions or
representations could affect the opinion referred to herein. Although we have
made such inquiries and performed such investigations as we have deemed
necessary to fulfill our professional responsibilities as counsel, we have not
undertaken an independent investigation of all of the facts referred to in this
letter.

The opinion set forth in this letter: (i) is limited to those matters expressly
covered and no opinion is to be implied in respect of any other matter; (ii) is
as of the date hereof; and (iii) is rendered by us solely for your benefit and
the benefit of the purchasers of Notes and may not be provided to, relied upon,
copied or referred to by any person or entity other than the addressees without
our prior written consent. We undertake no obligation to update this opinion in
the event that there is either a change in the legal authorities, facts or
documents on which this opinion is based or an inaccuracy in any of the
representations or warranties upon which we have relied in rendering this
opinion.


We hereby consent to the filing of this opinion as an exhibit to the Form 8-K
with which it is being filed  and to the reference to us under the caption
"Certain United States Federal Income Tax Considerations" in the Final
Prospectus which is a part of the Registration Statement.

Very truly yours,

Clifford Chance Rogers & Wells LLP