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                                                                     EXHIBIT 8.1


                                                                (212) 836-8000
                                                              fax (212) 836-8689

                                    March 29, 2000




U.S. Home Corporation
10707 Clay Road
Houston, Texas 77041

     Re:  Merger among U.S. Home Corporation, Lennar Corporation and LEN
          Acquisition Corporation

Ladies and Gentlemen:

     We have served as counsel for U.S. Home Corporation ("U.S. Home"), a
Delaware corporation, in connection with the proposed acquisition of U.S. Home
by Lennar Corporation ("Lennar"), a Delaware corporation, pursuant to a Plan and
Agreement of Merger, dated February 16, 2000, as amended (the "Merger
Agreement"), among U.S. Home, Lennar and LEN Acquisition Corporation
("Acquisition"), a newly formed Delaware corporation and a wholly-owned
subsidiary of Lennar. Unless otherwise defined, capitalized terms used herein
shall have the meanings ascribed to such terms in the Merger Agreement.

     You have requested our opinion regarding certain U.S. income tax matters
with respect to the transactions described in the Merger Agreement (the
"Merger"). This opinion is being delivered to you in response to such request
and pursuant to Section 5.1(i) of the Merger Agreement.

     In connection with this opinion, we have examined documents relating to the
Merger, including the Merger Agreement and the Lennar - U.S. Home Joint Proxy
Statement/Prospectus that was furnished to holders of U.S. Home Common Stock in
order to obtain the approval of such holders for the Merger. We have also
reviewed the relevant provisions of the Internal Revenue Code of 1986, as
amended (the "Code"), Treasury Regulations, judicial decisions and Internal
Revenue Service rulings, procedures and notices.




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U.S. Home Corporation     2     March 29, 2000


     We understand the facts relating to the Merger to be as follows:

     Pursuant to the Merger Agreement, U.S. Home will be merged with and into
Acquisition, which will be the surviving corporation ("Surviving Corporation")
of the Merger. At the Effective Time, if no election is made otherwise, each
outstanding share of U.S. Home Common Stock will be converted into and become
the right to receive the Merger Consideration, which consists of (i) $18 in cash
("Cash Consideration") and (ii) the number of shares of Lennar Common Stock with
a Market Value equal to $18 ("Stock Consideration"), except that in no event
will the number of shares of Lennar Common Stock (a) be more than 1.27434 shares
of Lennar Common Stock or (b) be fewer than 0.9600 shares of Lennar Common
Stock. If, however, the Market Value of a share of Lennar Common Stock is $11.55
or less, each of U.S. Home or Lennar has the right to terminate the Merger
Agreement, unless Lennar increases the Stock Consideration to the number of
shares of Lennar Common Stock which has a Market Value of $14.72.(1) For these
purposes, Market Value equals the average of the Last Sale Price of a share of
Lennar Common Stock on each of the twenty New York Stock Exchange trading days
ending on, and including, the last New York Stock Exchange trading day prior to
the day of the meeting at which the holders of U.S. Home Common Stock vote upon
the Merger. The Last Sale Price of a share of Lennar Common Stock on a day will
be the last sale price of a share of Lennar Common Stock reported on the New
York Stock Exchange consolidated tape prior to 4:00 p.m. on that day.

     Notwithstanding the foregoing, instead of the combination of Cash
Consideration and Stock Consideration described above, each holder of U.S. Home
Common Stock may elect to receive as the Merger Consideration, either (i) $36 in
cash, but no Lennar Common Stock ("Cash Election") or (ii) a number of shares of
Lennar Common Stock which is twice the number of shares the holder of U.S. Home
Common Stock would otherwise receive (as described above), but no cash ("Stock
Election"). However, if Stock Elections would cause the total number of shares
of Lennar Common Stock which are to be issued to holders of U.S. Home Common
Stock, to be more than the Maximum Shares, (i) the number of shares of Lennar
Common Stock which a holder of U.S. Home Common Stock who made a Stock Election
will receive, for each share of U.S. Home Common Stock as to which the Stock
Election is made, will be reduced on a pro rata basis with all other such
holders of U.S. Home Common Stock, to the number such that the total number of
shares of Lennar Common Stock to be issued to holders of U.S. Home Common Stock
will be the Maximum Shares (assuming no holders of U.S. Home Common Stock
exercise dissenters' rights or receive cash in lieu of fractional shares), and
(ii) cash will be


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(1)The Merger Agreement further provides that, if the Market Value of a share of
Lennar Common Stock is more than $23.96, the number of shares of Lennar Common
Stock will be the number of shares of Lennar Common Stock which has a Market
Value of $23.00.


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U.S. Home Corporation     3     March 29, 2000


distributed to the holder of U.S. Home Common Stock for the remainder of the
Merger Consideration. In addition, if Cash Elections would cause more than 55%
of the total value of the Merger Consideration for all the outstanding shares
of U.S. Home Common Stock to be cash (including cash paid to holders of U.S.
Home Common Stock who exercise dissenters' rights based on the assumption set
forth below), (i) the cash which a holder of U.S. Home Common Stock who makes a
Cash Election will receive will be reduced on a pro rata basis with all other
such holders to the amount such that 55% of the total value of the Merger
Consideration will be cash (including cash paid to holders of U.S. Home Common
Stock who exercise dissenters' rights based on the assumption set forth below),
but not below $18 per share of U.S. Home Common Stock, and (ii) the holder of
U.S. Home Common Stock will receive for each $0.01 of the reduction of cash a
fraction of a share of Lennar Common Stock equal to the number of shares
constituting the Stock Consideration divided by 1800. For these purposes, all
holders of U.S. Home Common Stock who give U.S. Home a timely proper notice of
intention to exercise dissenters' rights are treated as receiving the Merger
Consideration consisting of cash equal to $36 per share as to which the notices
relate.

     Fractional shares of Lennar Common Stock will not be issued to the holders
of U.S. Home Common Stock. Instead, Lennar will pay each holder of U.S. Home
Common Stock who would otherwise be entitled to a fractional share of Lennar
Common Stock an amount of cash equal to the product of (i) such fraction, and
(ii) the Market Value of a share of Lennar Common Stock. Holders of U.S. Home
Common Stock who have complied with Section 262 of the DGCL (i.e., holders of
U.S. Home Common Stock who have exercised dissenters' rights) and who, as of the
Effective Time, have not withdrawn or lost their right to appraisal, will not
have their U.S. Home Common Stock converted into or represent the right to
receive the Merger Consideration. Instead, if the Merger takes place, Surviving
Corporation will pay such holders of U.S. Home Common Stock the fair value of
their shares of U.S. Home Common Stock, determined as provided in Section 262 of
the DGCL.

     At the Effective Time, each outstanding option or warrant issued by U.S.
Home will become the right to receive a sum in cash equal to (i) the amount, if
any, by which the per share exercise price of the option or warrant is less than
$36.00, times (ii) the number of shares of U.S. Home Common Stock issuable upon
exercise of the option or warrant in full (irrespective of vesting provisions).
Thereafter, the options and warrants will be canceled.

     Also at the Effective Time, each issued and outstanding share of
Acquisition Stock will remain outstanding and will become one share of common
stock of Surviving Corporation.



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U.S. Home Corporation     4     March 29, 2000



     In rendering our opinion we have relied, with your consent and consistent
with Section 5.1(i) of the Merger Agreement, upon the representations of U.S.
Home, Lennar and Acquisition that are contained in the Merger Agreement, as well
as on the representations contained in certifications of officers of U.S. Home
and officers of Lennar and Acquisition, respectively, dated the date hereof,
that are relevant to this opinion (the "Officers' Tax Certificates"). We have
assumed that all such representations are true and complete in all material
respects, and that any statement made in any of the documents referred to herein
as being "to the best of the knowledge" of any person or party, or similarly
qualified, is correct without such qualification. We have not attempted to
independently verify such representations. We have assumed the genuineness of
all signatures and the capacity of the persons so signing, the authenticity of
all documents submitted to us as originals, the conformity to the original
documents of all copies submitted to us as certified or photostatic copies and
the authenticity of the originals of such latter documents.


     We have also assumed for purposes of this opinion that U.S. Home will
terminate the Merger Agreement if (i) the Market Value of a share of Lennar
Common Stock is $11.55 or less, and Lennar does not increase the Stock
Consideration as described above, or (ii) the number of shares of U.S. Home
Common Stock as to which the holders give timely and proper notice of intention
to exercise dissenters' rights exceeds four percent (4%) of the outstanding
shares of U.S. Home Common Stock, and in the case of either (i) or (ii) above
the cash payable to all holders of U.S. Home Common Stock as a result of the
Merger would be greater than sixty percent (60%) of the total Merger
Consideration (including the Cash Consideration, cash paid to holders of U.S.
Home Common Stock who exercise dissenters' rights, cash paid with respect to
fractional shares of Lennar Common Stock received in the Merger, and cash equal
to the value of shares of U.S. Home Common Stock owned by Lennar immediately
prior to the Merger).

     Based upon and subject to the foregoing, and assuming full compliance by
the parties with the terms and conditions of the documents described herein
(including, without limitation, that the Merger will be consummated in
accordance with the terms and conditions set forth in the Merger Agreement), we
are of the opinion that (i) the Merger will constitute a reorganization within
the meaning of Section 368(a) of the Code, and (ii) Lennar, Acquisition and U.S.
Home will each be a party to the reorganization within the meaning of Section
368(b) of the Code.


     We express no opinion concerning any income tax matters relating to the
Merger except as expressly set forth above. Moreover, we note that our opinion
is based on current U.S. income tax laws and Treasury Regulations and on current
authoritative interpretations. Such laws, Treasury Regulations and
interpretations are subject to change at any time. Any such changes could affect
the continuing validity of the opinion contained herein. Moreover, because we
have assumed, in rendering our opinion, that all representations in the Merger
Agreement and the Officers' Tax Certificates are true and complete in all
material respects, the continuing validity of our opinion depends on the
continuing validity of such representations.




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U.S. Home Corporation     5     March 29, 2000


     We consent to the filing of this opinion as Exhibit 8.1 to the
Registration Statement on Form S-4 initially filed by Lennar on March 21, 2000,
as amended, and to the reference to this firm under the caption "Legal Matters"
therein. In giving this consent, we do not concede that we are experts within
the meaning of the Securities Act of 1933, as amended, or the rules and
regulations thereunder, or that this consent is required by Section 7 of the
Securities Act of 1933.




                                Very truly yours,


                                /s/ Kaye, Scholer, Fierman, Hays & Handler, LLP

