EXHIBIT 8.2

             [FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LETTERHEAD]


September 28, 2001


General Semiconductor, Inc.
10 Melville Park Road
Melville, New York 11747-3113

Ladies and Gentlemen:

    We are acting as special counsel to General Semiconductor, Inc. ("Company"),
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 Vishay Intertechnology, Inc. ("Parent"), a Delaware
corporation, with and into Company, 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"). For purposes of this opinion, capitalized terms used and not
otherwise defined herein shall have the meanings ascribed thereto in the Merger
Agreement.

    Parent has filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "1933 Act"), a registration statement on
Form S-4 (File No. 333-69004) (the "Registration Statement") with respect to the
common stock of Parent to be issued to Company shareholders in the Merger in
exchange for their common stock of Company. In addition, Parent and Company have
prepared, and we have reviewed, a Joint Proxy Statement/Prospectus which is
contained in and made a part of the Registration Statement (the "Joint Proxy
Statement/Prospectus"), and the Appendices thereto, including the Merger
Agreement. In rendering the opinion set forth below, we have relied upon the
facts and assumptions stated in the Joint Proxy Statement/Prospectus and upon
such other documents as we have deemed appropriate.

    We have assumed that (i) all parties to the Merger Agreement, and to any
other documents reviewed by us, have acted, and will act, in accordance with the
terms of the Merger Agreement and such other documents and (ii) the Merger will
be consummated at the Effective Time pursuant to the terms and conditions set
forth in the Merger Agreement without the waiver or modification of any such
terms and conditions. Under the Merger Agreement, it is a condition to the
closing of the Merger that Parent receives an opinion, dated as of the date of
the Merger, of Kramer Levin Naftalis & Frankel LLP and that Company receives an
opinion, dated as of the date of the Merger, of Fried, Frank, Harris, Shriver &
Jacobson, both to the effect that the Merger will, based upon certain
representations and statements by Parent and Company, constitute a
reorganization under Section 368(a) of the Internal Revenue Code of 1986, as
amended.

    Based upon and subject to the foregoing, we hereby confirm that the
discussion set forth in the Joint Proxy Statement/Prospectus under the caption
"The Merger--Material United States Federal Income Tax Consequences," subject to
the qualifications, limitations and assumptions contained therein, represents
our opinion as to the material federal income tax consequences of the Merger to
Parent, Company and the holders of shares of Company common stock who are
citizens or residents of the United States or that are domestic corporations. No
opinion is expressed on any matters other than those specifically referred to
herein.

    The opinion expressed herein is furnished to you for use in connection with
the Registration Statement and may not be used for any other purpose without our
prior written consent. We hereby

consent to the filing of this opinion as an exhibit to the Registration
Statement and to the references to this firm in the Joint Proxy
Statement/Prospectus under the caption "The Merger--Material United States
Federal Income Tax Consequences." In giving this consent, we do not hereby admit
that we are in the category of persons whose consent is required under Section 7
of the 1933 Act.


                                        Very truly yours,
                                        /s/ FRIED, FRANK, HARRIS, SHRIVER &
                                            JACOBSON
                                        FRIED, FRANK, HARRIS, SHRIVER &
                                            JACOBSON