Exhibit 8.01

                         SIMPSON THACHER & BARTLETT LLP
                              425 LEXINGTON AVENUE
                            NEW YORK, NEW YORK 10017

                                                               December 29, 2006

Lehman Brothers Holdings, Inc.
745 Seventh Avenue
New York, New York 10019

Ladies and Gentlemen:

     We have acted as special tax counsel to Lehman Brothers Holdings, Inc. a
Delaware corporation (the "Company") in connection with the preparation and
filing of a pricing supplement dated December 26, 2006 relating to Buffered
Annual Review Notes linked to the S&P 500(R) Index due December 29, 2009 (the
"Notes") of the Company (the "Pricing Supplement") to Underlying Supplement No.
100 dated December 12, 2006 relating to the S&P 500(R) Index (the "Underlying
Supplement") and Product Supplement no. 30-I dated December 12, 2006 relating to
review notes linked to an index (the "Product Supplement") to a Prospectus
Supplement dated May 30, 2006 relating to the Company's Global Medium Term
Notes, Series I (the "Prospectus Supplement") to a Prospectus dated May 30, 2006
(the "Prospectus") filed by the Company pursuant to Rule 424(b) of the rules and
regulations of the Securities and Exchange Commission under the Securities Act.

         In delivering this opinion we have reviewed and relied upon: (i) the
Pricing Supplement; (ii) the Underlying Supplement; (iii) the Product
Supplement; (iv) the Prospectus Supplement; (v) the Prospectus; (v) the term
sheet dated December 13, 2006; (vi) the Indenture dated September 1, 1987, as
amended or supplemented from time to time, between Lehman Brothers Holdings Inc.
and Citibank, N.A., as trustee; (vii) the Global Note dated December 29, 2006;
and (viii) the Calculation Agency Agreement dated December 21, 2006; and have
made such other investigations as we have deemed relevant and necessary in
connection with the opinions hereinafter set forth.



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     In rendering our opinions, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as duplicates or certified or conformed copies and
the authenticity of the originals of such latter documents. We have also assumed
that the transactions related to the issuance of the Notes will be consummated
in accordance with the terms of the documents described herein.

     Based upon the foregoing and subject to the qualifications, assumptions and
limitations stated herein and in the Product Supplement and the Pricing
Supplement, (i) we hereby confirm our opinion set forth in the Pricing
Supplement under the caption "Certain U.S. Federal Income Tax Consequences" and
(ii) we are of the opinion that the statements made in the Product Supplement
under the caption "Certain U.S. Federal Income Tax Consequences," insofar as
they purport to constitute summaries of matters of United States federal tax law
and regulations or legal conclusions with respect thereto, constitute accurate
summaries of the matters described therein in all material respects.

     We express no opinion with respect to the transactions referred to herein
or in the Pricing Supplement, the Product Supplement, the Prospectus Supplement,
or the Prospectus other than as expressly set forth herein. We do not express
any opinion herein concerning any law other than the federal law of the United
States.

     We hereby consent to the filing of this opinion as an exhibit to the
Company's Form 8-K (which is deemed incorporated by reference into the
Prospectus) and to the use of our name under the caption "Legal Matters" in the
Prospectus.

                                        Very truly yours,


                                        /s/ SIMPSON THACHER & BARTLETT LLP