EXHIBIT 5.1

             OPINION AND CONSENT OF BROBECK, PHLEGER & HARRISON LLP


                                  May 15, 2001


SanDisk Corporation
140 Caspian Court
Sunnyvale, CA 94089

          Re:  SanDisk Corporation - Registration Statement for Offering of an
               Aggregate of 2,000,000 Shares of Common Stock
               ---------------------------------------------

Ladies and Gentlemen:

          We have acted as counsel to SanDisk Corporation, a Delaware
corporation (the "Company"), in connection with the registration on Form S-8
(the "Registration Statement") under the Securities Act of 1933, as amended, of
2,000,000 shares of the Company's common stock (the "Shares") and related stock
options for issuance under Company's Special Stock Option Plan, as amended to
date (the "Plan").

          This opinion is being furnished in accordance with the requirements of
Item 8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K.

          We have reviewed the Company's charter documents and the corporate
proceedings taken by the Company with respect to the establishment of the Plan.
Based on such review, we are of the opinion that, if, as and when the Shares
have been issued and sold (and the consideration therefor received) pursuant to
the provisions of stock option agreements authorized under the Plan and in
accordance with the Registration Statement, such Shares will be duly authorized,
legally issued, fully paid and nonassessable.

          We consent to the filing of this opinion letter as Exhibit 5.1 to the
Registration Statement.

          This opinion letter is rendered as of the date first written above and
we disclaim any obligation to advise you of facts, circumstances, events or
developments which hereafter may be brought to our attention and which may
alter, affect or modify the opinion expressed herein.  Our opinion is expressly
limited to the matters set forth above and we render no opinion, whether by
implication or otherwise, as to any other matters relating to the Company, the
Plan or the Shares.

                              Very truly yours,

                              /s/ Brobeck, Phleger & Harrison LLP

                              BROBECK, PHLEGER & HARRISON LLP