Exhibit 8.1


                             DAVIS POLK & WARDWELL
                              450 LEXINGTON AVENUE
                            NEW YORK, NEW YORK 10017


                                                         July 7, 2003


ABN AMRO Holding N.V.
ABN AMRO Bank N.V
Gustav Mahlerlaan 10
1082 PP Amsterdam
The Netherlands

ABN AMRO Capital Funding Trust V
ABN AMRO Capital Funding LLC V
135 South LaSalle Street
Chicago, Illinois 60603


Ladies and Gentlemen:

     We have acted as special tax counsel to ABN AMRO Holding N.V., ABN AMRO
Bank N.V., each a limited liability company incorporated under the laws of the
Netherlands, ABN AMRO Capital Funding Trust V, a Delaware statutory trust, and
ABN AMRO Capital Funding LLC V, a limited liability company organized under the
laws of Delaware (each an "Issuer" and, collectively, the "Issuers"), in
connection with the preparation and filing of a prospectus dated June 26, 2003
(the "Supplemental Prospectus") to registration statement number 333-104778 on
Form F-3 (the "Registration Statement"). This opinion is being furnished in
accordance with the requirements of Item 601(b)(8) of Regulation S-K of the
Securities Act of 1933, as amended (the "Act").

     We have reviewed the discussion contained under the heading "Taxation --
U.S. Taxation" in the Supplemental Prospectus and confirm that it sets forth in
full our opinion as to the material U.S. federal income tax consequences of the
acquisition, ownership and disposition of the trust preferred securities,
subject to the conditions and limitations set forth therein.

     We hereby consent to the inclusion of this opinion and to the references
to us under the heading "Taxation -- U.S. Taxation" in the Supplemental
Prospectus. In giving such consent, we do not thereby admit that we are in the
category of persons whose consent is required under Section 7 of the Act.

                                        Very truly yours,

                                        /s/ Davis Polk & Wardwell
                                        -------------------------------
                                        Davis Polk & Wardwell