EXHIBIT 8.1



                                 September 28, 2001



Vishay Intertechnology, Inc.
63 Lincoln Highway
Malvern, PA 19355-2120



Ladies and Gentlemen:



    We have acted as tax counsel to Vishay Intertechnology, Inc. ("Parent"), a
Delaware corporation, in connection with the proposed merger (the "Merger") of
Vishay Acquisition Corp. ("Merger Sub"), a Delaware corporation and a
wholly-owned subsidiary of Parent, with and into General Semiconductor, Inc.
("Company"), a Delaware corporation, with Company surviving the Merger. The
Merger will be consummated pursuant to the Agreement and Plan of Merger, dated
as of July 31, 2001, by and among Parent, Merger Sub, and Company (the "Merger
Agreement"). All capitalized terms, unless otherwise defined, have the meanings
assigned to them in the Merger Agreement.



    For purposes of this opinion, we have reviewed and relied upon (i) the
Merger Agreement, (ii) the Registration Statement of Parent on Form S-4 filed in
connection with the Merger (the "Registration Statement"), (iii) the Joint Proxy
Statement/Prospectus of Parent and Company with respect to the Merger (the
"Proxy Statement/Prospectus"), and (iv) such other documents, records, and
instruments as we have deemed necessary or appropriate in order to enable us to
render our opinion. We have assumed, with your consent, that all documents
reviewed by us are originals or photocopies that faithfully reproduce the
originals thereof and that all such documents have been or will be duly executed
to the extent required.



    In addition, we have relied upon certain statements, representations and
covenants contained in the Merger Agreement, which we have neither investigated
nor verified. We have assumed that all such statements and representations are
true, correct, complete and not breached, and that no actions that are
inconsistent with such statements and representations will be taken. We have
also assumed that the documents and instruments referred to in the Merger
Agreement are valid and binding in accordance with their terms. Any inaccuracy
in, or breach of, any of the aforementioned statements, representations, and
assumptions could adversely affect our opinion.



    No ruling has been (or will be) sought from the Internal Revenue Service
(the "Service") by Company, Parent, Merger Sub or, we understand, any other
party as to the United States federal income tax consequences of any aspect of
the Merger. The opinion expressed herein is not binding on the Service or any
court, and there can be no assurance that the Service or a court of competent
jurisdiction will agree with such opinion.



    In rendering our opinion, we have considered applicable provisions of the
Internal Revenue Code of 1986, as amended (the "Code"), Treasury regulations
promulgated thereunder, pertinent judicial authorities, rulings of the Service
and such other authorities as we considered relevant. It should be noted that
such laws, Code, Treasury regulations, judicial decisions and administrative
interpretations are subject to change at any time and, in some circumstances,
with retroactive affect. A material change in any of the authorities upon which
our opinion is based could adversely affect our opinion.



    Based upon and subject to the foregoing as well as the limitations set forth
below, it is our opinion, under presently applicable United States federal
income tax law, that the statements contained in the section of the Proxy
Statement/Prospectus entitled "THE MERGER--Material United States Federal Income
Tax Consequences" are accurate in all material respects.



    No opinion is expressed as to any matter not specifically addressed above.
Also, no opinion is expressed as to the tax consequences of the Merger under any
state, local or non-U.S. tax law. Furthermore, our opinion is based on current
United States federal income tax law and administrative interpretations, and we
do not undertake to advise you as to any changes after the date hereof in



federal income tax law or administrative interpretations that may affect our
opinion unless we are specifically asked to do so.



    We hereby consent to the reference to this firm under the captions "THE
MERGER--Material United States Federal Income Tax Consequences" and "LEGAL
MATTERS" in the Proxy Statement/ Prospectus. The giving of this consent,
however, does not constitute an admission that we are "experts" within the
meaning of Section 11 of the Securities Act of 1933, as amended, or within the
category of persons whose consent is required by Section 7 of such Act.



    This opinion is being delivered to you for the purpose of being included as
an exhibit to the Registration Statement of which the Proxy Statement/Prospectus
is a part and, except as set forth above, this opinion may not be circulated,
quoted or otherwise referred to for any purpose without our written consent.



                                          Very truly yours,
                                          /s/ Kramer Levin Naftalis & Frankel
                                          LLP
                                          Kramer Levin Naftalis & Frankel LLP