Exhibit 8.1

, 2002
                                                Brobeck, Phleger & Harrison LLP
                                                 One Market, Spear Street Tower
                                                San Francisco, California 94105
                                                        Telephone: 415.442.0900
                                                              Fax: 415.442.1010
                                                                www.brobeck.com

Encad, Inc.
6059 Cornerstone Court West
San Diego, CA 92121

Ladies and Gentlemen:

   This opinion is being delivered to you in connection with (i) the Agreement
and Plan of Merger (the "Agreement"), dated as of November 14, 2001, by and
among Eastman Kodak Company, a New Jersey corporation ("Parent"), Kodak
Acquisition Corp., a Delaware corporation and a direct wholly owned subsidiary
of Parent ("Merger Sub"), and ENCAD, Inc., a Delaware corporation ("Target"),
and (ii) the preparation and filing with the Securities and Exchange Commission
of a Form S-4 Registration Statement relating to the transactions contemplated
by the Agreement (the "Registration Statement"). Pursuant to the Agreement,
Merger Sub will merge with and into Target (the "Merger"), and Target will
become a direct wholly owned subsidiary of Parent.

   Except as otherwise provided, capitalized terms referred to herein have the
meanings set forth in the Agreement. All section references, unless otherwise
indicated, are to the Internal Revenue Code of 1986, as amended (the "Code").

   We have acted as legal counsel to Target in connection with the Merger. As
such, and for the purpose of rendering this opinion, we have examined and are
relying upon (without any independent investigation or review thereof) the
truth and accuracy, at all relevant times, of the statements, covenants,
representations and warranties contained in the following documents (including
all schedules and exhibits thereto):

    2. The Agreement;

    3. The Registration Statement; and

    4. Such other instruments and documents related to Parent, Target, Merger
       Sub and the Merger as we have deemed necessary or appropriate.

   In connection with rendering this opinion, we have assumed or obtained
representations (and are relying thereon, without any independent investigation
or review thereof) that:

      (a) Original documents submitted to us (including signatures) are
   authentic, documents submitted to us as copies conform to the original
   documents, and there has been (or will be by the Effective Time) due
   execution and delivery of all documents where due execution and delivery are
   prerequisites to the effectiveness thereof; and

      (b) The Merger will be consummated in accordance with the Agreement
   without any waiver or breach of any material provision thereof, and the
   Merger will be effective under applicable state law.

   Based on our examination of the foregoing items and subject to the
assumptions, exceptions, limitations and qualifications set forth herein and in
the Registration Statement, we are of the opinion that the discussion set forth
in the Registration Statement under the heading "The Merger--United States
Federal Income Tax Consequences" correctly describes the material federal
income tax consequences of the Merger generally applicable to the Target
stockholders. We express no opinion as to any federal, state or local, foreign
or other tax consequences, other than as set forth herein and in the
Registration Statement under the heading "The Merger--United States Federal
Income Tax Consequences."



   In addition to the assumptions and representations described above, this
opinion is subject to the exceptions, limitations and qualifications set forth
below.

      (1) This opinion represents and is based upon our best judgment regarding
   the application of federal income tax laws arising under the Code, existing
   judicial decisions, administrative regulations and published rulings and
   procedures. Our opinion is not binding upon the Internal Revenue Service or
   the courts, and there is no assurance that the Internal Revenue Service will
   not successfully assert a contrary position. Furthermore, no assurance can
   be given that future legislative, judicial or administrative changes, on
   either a prospective or retroactive basis, will not adversely affect the
   accuracy of the conclusions stated herein. Nevertheless, we undertake no
   responsibility to advise you of any new developments in the application or
   interpretation of the federal income tax laws.

      (2) No opinion is expressed as to any transaction other than the Merger
   (whether or not undertaken in connection with the Merger) or as to any
   transaction whatsoever, including the Merger, if all the transactions
   described in the Agreement are not consummated in accordance with the terms
   of such Agreement and without waiver or breach of any material provision
   thereof or if all of the statements, representations, warranties and
   assumptions upon which we relied are not true and accurate at all relevant
   times. In the event any one of the statements, representations, warranties
   or assumptions upon which we have relied to issue this opinion is incorrect,
   our opinion might be adversely affected and may not be relied upon.

   This opinion is rendered to you solely in connection with the filing of the
Registration Statement. We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement. We also consent to the references to our
firm name wherever appearing in the Registration Statement with respect to the
discussion of the federal income tax consequences of the Merger, including any
amendments to the Registration Statement. This opinion may not be relied upon
for any other purpose, and may not be made available to any other person,
without our prior written consent.

                                          Very truly yours,