Exhibit 8.1


                       KRAMER LEVIN NAFTALIS & FRANKEL LLP

                                919 THIRD AVENUE

                            NEW YORK, NY 10022 - 3852


                                                                          PARIS
TEL  (212) 715-9100                                      47, AVENUE HOCHE 75008
FAX  (212) 715-8000                                     TEL  (33-1) 44 09 46 00
                                                        FAX  (33-1) 44 09 46 01



                                                      ________, 2003



Vishay Intertechnology, Inc.
63 Lincoln Highway
Malverne, Pennsylvania 19355-2120

Ladies and Gentlemen:

                  We have acted as counsel to Vishay Intertechnology, Inc., a
Delaware corporation (the "Company"), in connection with the registration of
$500,000,000 principal amount of 3 5/8% Convertible Subordinated Notes Due 2023
(the "Notes") and 23,496,250 shares of common stock (the "Shares") issuable upon
conversion of the Notes.

                  For purposes of the opinion set forth below, we have reviewed
and relied upon (i) the Registration Statement on Form S-3 (File No. 333-_____)
(the "Registration Statement") filed by the Company with the Securities and
Exchange Commission in respect of the Notes and the Shares, and (ii) such other
documents, records, and instruments as we have deemed necessary or appropriate
as a basis for our opinion. In addition, in rendering our opinion we have relied
upon certain statements and representations made by the Company, as well as
certain statements contained in the Registration Statement. 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 any representations
made "to the best knowledge of" any persons will be true, correct, and complete
as if made without such qualification.

                  Any inaccuracy in, or breach of, any of the aforementioned
statements, representations and assumptions or any change after the date hereof
in applicable law could adversely affect our opinion. No ruling has been (or
will be) sought from the Internal Revenue Service (the "IRS") by the Company as
to the United States federal tax consequences of the purchase, ownership and
disposition of the Notes or the Shares. The opinion expressed herein is not
binding on the IRS or any court, and there can be no assurance that the IRS or a
court of competent jurisdiction will not disagree with such opinion.

                  Based upon and subject to the foregoing as well as the
limitations set forth below, under presently applicable United States federal
tax law, the discussion set forth in the Registration Statement under the
caption "Certain United States Federal Tax Considerations," to the extent it
sets forth material federal income and estate tax consequences of the purchase,
ownership and disposition of Notes and the Shares to the holders described
therein, constitutes our opinion.

                  No opinion is expressed as to any matter not specifically
addressed above. Also, no opinion is expressed as to the tax consequences of the
purchase, ownership and disposition of Notes or the Shares under any United
States state or local or non-United States tax law. Furthermore, our opinion is
based on current United States federal income and estate tax law and
administrative practice, which may be changed at any time with retroactive
effect. We do not undertake to advise you as to any changes after the date of
this opinion in United States federal income or estate tax law or administrative
practice that may affect our opinion unless we are specifically asked to do so.

                  We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the references to our firm name therein.
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 has been delivered to you for the purpose of
being included as an exhibit to the Registration Statement.



                                          Very truly yours,