EXHIBIT 8.1



                               December 27, 2001



Solectron Corporation
777 Gibraltar Drive
Milpitas, California  95035

           RE: 7.25% ADJUSTABLE CONVERSION-RATE EQUITY SECURITY UNITS

Ladies and Gentlemen:

        We have acted as counsel to Solectron Corporation in connection with its
issuance of 7.25% Adjustable Conversion-Rate Equity Security units (the
"Securities"). We have participated in the preparation of the Prospectus
Supplement for the offering of the Securities dated December 20, 2001 (the
"Prospectus Supplement") and forming a part of the Registration Statement on
Form S-3 (Reg. No. 333-64454-01) (the "Registration Statement") filed with the
United States Securities and Exchange Commission pursuant to the Securities Act
of 1933, as amended (the "Act"). We have also examined such other documents,
records and legal authorities, and made such other factual inquiries as we have
considered appropriate for providing this opinion. We have assumed that the
terms of the Securities and the circumstances related to their issuance will be
as described in the Prospectus Supplement.

        Based on the foregoing, it is our opinion that, although the discussion
set forth in the Prospectus Supplement under the heading "Certain United States
Federal Income Tax Consequences" does not purport to discuss all possible United
States federal income tax consequences of the purchase, ownership, and
disposition of the Securities, such discussion, subject to the qualifications
and limitations stated therein, constitutes, in all material respects, a fair
and accurate summary of the United States federal income tax consequences of the
purchase, ownership, and disposition of the Securities.

        Our opinion is based on the United States federal income tax law
currently in effect. Changes in the law could occur that would affect the United
States federal income tax consequences of the purchase, ownership, and
disposition of the Securities. Moreover, while our opinion reflects our best
judgment regarding the application of the United States federal income tax laws,
there can be no assurance that the Internal Revenue Service or courts of law
will accept these positions.

        We are providing this opinion to you solely for use in connection with
your issuance of the Securities. We consent to the filing of this opinion as an
exhibit to the Registration Statement. We also consent to the reference to our
firm name where it appears in the Prospectus Supplement with respect to the
discussion of the material federal income tax consequences of the purchase,
ownership, and disposition of the Securities. In giving this consent, we do not
admit that we are in the category of persons whose consent is required under
Section 7 of the Act, or



Solectron Corporation
December 27, 2001
Page 2

that we are "experts," as that term is used in the Act or in the rules and
regulations of the Securities and Exchange Commission thereunder, with respect
to any part of the Registration Statement, including this opinion as an exhibit
or otherwise.

                                   Sincerely,

                                   /s/ Wilson Sonsini Goodrich & Rosati

                                   WILSON SONSINI GOODRICH & ROSATI
                                   Professional Corporation