EXHIBIT 5.1

                  [Brobeck, Phleger & Harrison LLP Letterhead]

                                  June 19, 2002

SanDisk Corporation
140 Caspian Court
Sunnyvale, California 94089
(408) 542-0500

       Re:   SanDisk Corporation Registration Statement on Form S-3

Ladies and Gentlemen:

     We have acted as counsel to SanDisk Corporation, a Delaware corporation
(the "Company"), in connection with the Company's Registration Statement on Form
S-3 (the "Registration Statement") filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Act"), relating to
the registration of the resale of (i) $105,450,000 aggregate principal amount of
4 1/2% Convertible Subordinated Notes (the "Notes") issued by the Company
pursuant to an Indenture, dated as of December 24, 2001 (the "Indenture")
between the Company, as issuer, and The Bank of New York, as trustee, and (ii)
5,721,020 shares of the Company's common stock, par value $0.001 per share (the
"Common Stock"), issuable upon conversion of the Notes, plus such indeterminate
number of shares of Common Stock as may become issuable by means of an
adjustment to the conversion price of the Notes (the "Conversion Shares").

     This opinion is being furnished in accordance with the requirements of Item
16 of Form S-3 and Item 601(b)(5)(i) of Regulation S-K.

     In rendering our opinion, we have reviewed the Indenture and such other
documents as we deemed necessary or appropriate for purposes of this opinion. We
have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified, facsimile or photostatic copies, the
authenticity of the originals of such latter documents and the legal competence
of all signatories to such documents. Regarding documents executed by parties
other than the Company, we have assumed (i) that each such other party had the
power to enter into and perform all its obligations thereunder, (ii) the due
authorization, execution and delivery of such documents by each such party, and
(iii) that such documents constitute the legal, valid, binding and enforceable
obligations of each such party.

     We assume that the appropriate action will be taken, prior to the offer and
sale of the Notes and the Conversion Shares under the Registration Statement, to
register and qualify the Notes and the Conversion Shares for sale under all
applicable state securities or "blue sky" laws. We express no opinion herein as
to the laws of any state or jurisdiction other than the General Corporation Law
of the State of Delaware, the laws of the State of New York and the United
States federal securities laws. Our opinion expressed in paragraph 1 with
respect to the legally valid and binding nature of the Notes is expressed only
under New York law.

     Based upon and subject to the foregoing, we are of the opinion that:

     1.  The Notes have been duly and validly authorized and issued by the
Company and constitute the legally valid and binding obligation of the Company;
and

     2.  The Conversion Shares have been duly and validly authorized by the
Company and, when issued upon conversion of the Notes in accordance with the
terms of such Notes and the Company's Certificate of Incorporation, as amended,
will be validly issued, fully paid and non-assessable.

     The enforceability of the obligations of the Company under the Indenture
and the Notes may be subject to or limited by (i) bankruptcy, insolvency,
reorganization, arrangement, moratorium, fraudulent transfer and other similar
laws affecting the rights of creditors generally, (ii) general equitable
principles (whether relief is sought in a proceeding at law or in equity),
including, without limitation, concepts of materiality, reasonableness, good
faith and fair dealing, and (iii) public policy considerations.

     It is understood that this opinion is to be used only in connection with
the offer and sale of the Notes or the Conversion Shares while the Registration
Statement is in effect.

     We consent to the filing of this opinion letter as Exhibit 5.1 to the
Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the prospectus which is part of the Registration Statement.
In giving this consent, we do not thereby admit that we are within the category
of persons whose consent




is required under Section 7 of the Act, the rules and regulations of the
Securities and Exchange Commission promulgated thereunder or Item 509 of
Regulation S-K.

     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 or the
Conversion Shares.


                                Very truly yours,

                                /s/ BROBECK, PHLEGER & HARRISON LLP

                                BROBECK, PHLEGER & HARRISON LLP