EXHIBIT 5.1

             OPINION AND CONSENT OF BROBECK, PHLEGER & HARRISON LLP

                                  April 1, 2002


SanDisk Corporation
140 Caspian Court
Sunnyvale, CA 94089

            Re:   SanDisk Corporation - Registration Statement for Offering of
                  an Aggregate of 3,416,364 Shares of Common Stock

Dear 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
the following shares of the Company's common stock (the "Shares") (i) an
additional 2,985,040 Shares issuable under Company's 1995 Stock Option Plan, as
amended and restated January 2, 2002 (the "Option Plan"), (ii) an additional
244,396 Shares issuable under the Company's Employee Stock Purchase Plan, as
amended and restated January 2, 2002 (the "ESPP"), (iii) 50,000 Shares issuable
under the Company's International Employee Stock Purchase Plan, as amended and
restated January 2, 2002 (the "IESPP") and (iii) an additional 136,928 Shares
issuable under Company's 1995 Non-Employee Directors Stock Option Plan, as
amended and restated January 2, 2002 (the "Directors 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 and amendment
of the Option Plan, the ESPP, the IESPP and the Directors 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 (a) the
provisions of stock option agreements duly authorized under the Option Plan and
in accordance with the Registration Statement, (b) duly authorized stock
purchases effected in accordance with the ESPP and the Registration Statement,
(c) duly authorized stock purchases effected in accordance with the IESPP and
the Registration Statement or (d) the provisions of the stock option agreements
duly authorized under the Directors 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
Option Plan, the ESPP, the IESPP, the Directors Plan or the Shares.

                                Very truly yours,


                                /s/ BROBECK, PHLEGER & HARRISON LLP
                                ---------------------------------------
                                BROBECK, PHLEGER & HARRISON LLP