EXHIBIT 8.1


                                December 10, 2001




Direct Dial                                                           Client No.
(949) 451-3961                                                     C 29003-00721


Fleetwood Enterprises, Inc.
3125 Myers Street
Riverside, CA 92503

         Re:      FLEETWOOD CAPITAL TRUST II AND 9.75% CONVERTIBLE TRUST II
                  SUBORDINATED DEBENTURES OF FLEETWOOD ENTERPRISES, INC., AND
                  FLEETWOOD CAPITAL TRUST III AND 9.75% CONVERTIBLE TRUST III
                  SUBORDINATED DEBENTURES OF FLEETWOOD ENTERPRISES, INC.

Gentlemen:

         We have acted as tax counsel to Fleetwood Enterprises, Inc., a Delaware
corporation (the "Company"), in connection with the issuance by the Company of:
(i) 9.75% Convertible Trust II Subordinated Debentures, which mature on February
15, 2013 (the "Exchange Debentures"), to Fleetwood Capital Trust II, a statutory
business trust created under the Delaware Business Trust Act of the State of
Delaware ("Trust II"); and (ii) 9.75% Convertible Trust III Subordinated
Debentures, which mature on February 15, 2013 (the "Cash Offer Debentures"), to
Fleetwood Capital Trust III, a statutory business trust created under the
Delaware Business Trust Act of the State of Delaware ("Trust III"). The terms of
the Exchange Debentures and the Cash Offer Debentures, and a description of
Trust II and Trust III, are set forth in the Registration Statements on Forms
S-3/S-4 filed on June 12, 2001, as amended (the "Registration Statement") and
the operative documents described therein.

         This opinion is based on the accuracy of the facts described and the
representations made in the Registration Statement. This opinion is also based
upon the assumptions that (i) the Exchange Debentures and the Cash Offer
Debentures represent valid and enforceable obligations of the Company, and (ii)
Trust II and Trust III will each operate in full compliance with the trust
agreements and the terms of the indentures governing the Exchange Debentures and
the Cash Offer Debentures ("Indenture II" and "Indenture III," respectively).



Fleetwood Enterprises, Inc.
Page 2


         We have made such legal and factual examinations and inquiries,
including an examination of originals or copies certified or otherwise
identified to our satisfaction of such documents, of corporate records and other
instruments as we have deemed necessary or appropriate for purposes of this
opinion. We are opining herein as to the effect on the subject transaction only
of the federal income tax laws of the United States, and we express no opinion
with respect to the applicability thereto, or the effect thereon, of other
federal, state, local, or territorial laws or the laws of any other
jurisdiction.

         Based on the foregoing:

         (1)      Trust II and Trust III will each be classified for U.S.
federal income tax purposes as grantor trusts and not as partnerships or as
associations taxable as corporations;

         (2)      The Exchange Debentures and the Cash Offer Debentures, when
issued, authenticated and delivered in accordance with the terms of Indenture II
and Indenture III, respectively, will constitute indebtedness of the Company for
U.S. federal income tax purposes; and

         (3)      We confirm that the discussion set forth in the Registration
Statement under the caption "United States Federal Income Tax Considerations,"
sets forth our opinion as to the material U.S. federal income tax considerations
related to the exchange offer and the ownership and disposition of the exchange
preferred securities and cash offer preferred securities, and common stock
received upon a conversion of exchange preferred securities or cash offer
preferred securities, by holders that receive their exchange preferred
securities in the exchange offer or purchase their cash offer preferred
securities in the cash offer.

         This opinion is based on various statutory provisions, regulations
promulgated thereunder and interpretations thereof by the Internal Revenue
Service and the courts having jurisdiction over such matters, all of which are
subject to change either prospectively or retroactively. Any variation or
difference in the facts from those set forth in the Registration Statement or
the operative documents described therein may affect the conclusions stated
herein.

         We hereby consent to the use of our name and our opinion under the
caption "United States Federal Income Tax Considerations" in the Registration
Statement.

                                        Very truly yours,


                                        /s/ GIBSON, DUNN & CRUTCHER LLP

                                        GIBSON, DUNN & CRUTCHER LLP

SMK/pam