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                                                                     EXHIBIT 8.1


                      [LETTERHEAD OF CRAVATH, SWAINE & MOORE]
                              [NEW YORK OFFICE]

                                                                     May 1, 2000


Ladies and Gentlemen:

     We have acted as special counsel for U.S. Trust Corporation (the
"Company"), a New York corporation, in connection with the proposed merger (the
"Merger") of Patriot Merger Corporation ("Merger Sub"), a New York corporation
and a wholly-owned subsidiary of The Charles Schwab Corporation ("Schwab"), a
Delaware corporation, with and into the Company, with the Company surviving,
pursuant to the Agreement and Plan of Merger dated as of January 12, 2000 (the
"Merger Agreement") by and among Schwab, Merger Sub and the Company. Any
capitalized term used but not defined herein shall have the meaning given to
such term in the Merger Agreement.

     In that connection, you have requested our opinion regarding the material
United States Federal income tax consequences of the Merger. In providing our
opinion, we have examined the Merger Agreement, the Joint Proxy Statement/
Prospectus of The Charles Schwab Corporation and U.S. Trust Corporation dated as
of May 1, 2000, (the "Proxy Statement/Prospectus"), and such other documents
and corporate records as we have deemed necessary or appropriate for purposes of
our opinion. In our examination of such documents and in our reliance upon them
in issuing this opinion, we have assumed, with your consent, that all the
documents submitted to us as photocopies or by telecopy faithfully reproduce the
originals thereof; that the originals are authentic; that all such documents
submitted to us have been or will be duly executed and validly signed (or filed,
where applicable) to the extent required in substantially the same form as they
have been provided to us; and that each executed document will constitute the
legal, valid, binding, and enforceable agreement of the signatory parties. In
addition, we have assumed that (i)
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the Merger will be consummated in the manner contemplated by the Proxy
Statement/Prospectus and in accordance with the provisions of the Merger
Agreement, (ii) the statements concerning the Merger set forth in the Merger
Agreement and the Proxy Statement/Prospectus are and will remain true, correct
and complete, (iii) the factual representations made to us by Schwab and the
Company in their respective letters to us each dated May 1, 2000, and delivered
to us for purposes of this opinion are and will remain true, correct and
complete (such letters, the "Representation Letters"), and (iv) all obligations
imposed on, or covenants agreed to by, the parties pursuant to any of the
documents have been or will be performed or satisfied in accordance with their
terms in all material respects. We have relied upon the factual representations
contained in the Representation Letters without independent verification. If
any of the above-described assumptions is untrue for any reason or if the
Merger is consummated in a manner that is inconsistent with the manner in which
it is described in the Merger Agreement and Proxy Statement/Prospectus, our
opinions as expressed below may be adversely affected and may not be relied
upon.

          Based upon the foregoing, in our opinion, for United States Federal
income tax purposes, the Merger (i) will constitute a reorganization within the
meaning of Section 368(a) of the Code and (ii) the Company, Merger Sub and
Schwab each will be a party to such reorganization within the meaning of
Section 368(b) of the Code. In addition, we confirm our opinion with respect to
the material United States Federal income tax consequences of the Merger to the
Company shareholders described in the Proxy Statement/Prospectus under the
heading "Material U.S. Federal Income Tax Consequences".

          The opinions expressed herein are based upon existing statutory,
regulatory and judicial authority, any of which may be changed at any time with
retroactive effect. In addition, our opinions are based solely on the documents
that we have examined, the additional information that we have obtained, the
statements contained in the Representation Letters, and the assumptions
referred to above, all of which we have assumed will be true, correct and
complete as of the effective time of the Merger. Our opinions cannot be relied
upon if any of the facts pertinent to the United States Federal income tax
treatment of the Merger stated in such documents or in such additional
information is, or later becomes, inaccurate, or if any of the statements
contained in the Representation Letters, or the assumptions referred to above
is, or later becomes, inaccurate. Finally, our opinions are limited to the tax

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matters specifically covered hereby, and we have not been asked to address, nor
have we addressed, any other tax consequences of the Merger or any other
transactions.

          We consent to the filing of this opinion as Exhibit 8.1 to the Proxy
Statement/Prospectus and to the reference to our firm name in the section of
the Proxy Statement/Prospectus under the heading "Material U.S. Federal Income
Tax Consequences". In giving such consent, we do not admit that we are an
"expert" within the meaning of the Securities Act of 1933, as amended, or the
rules and regulations of the Securities and Exchange Commission promulgated
thereunder.


                                   Very truly yours,

                                   /s/ CRAVATH, SWAINE & MOORE



U.S. Trust Corporation
  114 West 47th Street
     New York, NY 10036
       Attn:  Jeffrey S. Maurer
              President and Chief Operating Officer