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                                                                     EXHIBIT 8.1
 

                        [SULLIVAN & CROMWELL LETTERHEAD]
 

                                                                January 12, 1998
 

H.F. Ahmanson & Company,
4900 Rivergrade Road,
Irwindale, California 91706


Dear Ladies and Gentlemen:

     We have acted as special counsel to H. F. Ahmanson & Company ("Ahmanson")
in connection with the Registration Statement on Form S-4 of Ahmanson filed with
the Securities and Exchange Commission (the "Registration Statement") and hereby
confirm to you our opinion as set forth under the heading "The Merger -- Certain
Federal Income Tax Consequences" in the Proxy Statement/Prospectus included in
the Registration Statement.
 
     We hereby consent to the filing with the Securities and Exchange Commission
of this letter as an exhibit to the Registration Statement and the reference to
us under the heading "The Merger -- Certain Federal Income Tax Consequences" and
to the incorporation by reference of this opinion (and consent) in a
registration statement to be filed by Ahmanson pursuant to Rule 462(b) under the
Securities Act of 1933. In giving such consent, we do not thereby admit that we
are within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933.
 

                                          Very truly yours,
 

                                          /s/ SULLIVAN & CROMWELL