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                                                                     EXHIBIT 8.1
    
 
   
                        WILSON SONSINI GOODRICH & ROSATI
    
   
                               650 PAGE MILL ROAD
    
   
                              PALO ALTO, CA 94304
    
 
   
                                NOVEMBER 8, 1995
    
 
   
Convex Computer Corporation
    
   
3000 Waterview Parkway
    
   
Richardson, Texas 75080
    
 
   
Ladies and Gentlemen:
    
 
   
     We have acted as counsel for Convex Computer Corporation, a Delaware
corporation ("Convex") in connection with the preparation and execution of the
Agreement and Plan of Merger dated as of September 21, 1995 (the Merger
Agreement") among Hewlett-Packard Company, a California corporation ("HP"),
Gemini Project Corporation, a wholly-owned subsidiary of HP incorporated in
Delaware ("Merger Sub"), and Convex. Pursuant to the Merger Agreement, Merger
Sub will merge with and into Convex (the "Merger"), and Convex will become a
wholly-owned subsidiary of HP. Unless otherwise defined, capitalized terms
referred to herein have the meanings set forth in the Merger Agreement. All
section references, unless otherwise indicated, are to the Internal Revenue Code
of 1986, as amended (the "Code").
    
 
   
     You have requested our opinion regarding certain United States federal
income tax consequences of the Merger. In delivering this opinion, we have
reviewed and relied upon the facts, statements, descriptions and representations
set forth in the Merger Agreement (including Exhibits) and such other documents
pertaining to the Merger as we have deemed necessary or appropriate including
the Registration Statement filed on Form S-4 by HP with the Securities and
Exchange Commission. We have also relied upon certificates of officers of HP and
Convex respectively (the "Officers' Certificates").
    
 
   
     In connection with rendering this opinion, we have also assumed (without
any independent investigation) that:
    
 
   
     1. Original documents (including signatures) are authentic, documents
submitted to us as copies conform to the original documents, and there has been
(or will be by the Effective Time) due execution and delivery of all documents
where due execution and delivery are prerequisites to effectiveness thereof;
    
 
   
     2. Any statement made in any of the documents referred to herein,"to the
best of the knowledge" of any person or party, is correct without such
qualification;
    
 
   
     3. All statements, descriptions and representations contained in any of the
documents referred to herein or otherwise made to us are true and correct in all
material respects and no actions have been (or will be) taken which are
inconsistent with such representations; and
    
 
   
     4. The Merger will be reported by HP and Convex on their respective federal
income tax returns in a manner consistent with the opinion set forth below.
    
 
   
     5. The Merger will be consummated pursuant to the Merger Agreement and will
be effective under the laws of the State of Delaware.
    
 
   
     6. The shareholders of Convex do not, and will not on or before the
Effective Time, have an existing plan or intent to dispose of an amount of HP
capital stock to be received in the Merger (or to dispose of Convex capital
stock in anticipation of the Merger) such that the shareholders of Convex will
not receive and retain a meaningful continuing equity ownership in HP that is
sufficient to satisfy the continuity of interest requirement as specified in
Treas. Reg. Section 1.368-1(b) and as interpreted in certain Internal Revenue
Service rulings and federal judicial decisions.
    
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     7. After the Merger, Convex will hold "substantially all" of its and Merger
Sub's properties within the meaning of Section 368(a)(2)(E)(i) of the Code and
the regulations promulgated thereunder and will continue its historic business
or use a significant portion of its historic business assets in a business.
    
 
   
     Based on our examination of the foregoing items and subject to the
assumptions, exceptions, limitations and qualifications set forth herein, we are
of the opinion that:
    
 
   
          (i) For federal income tax purposes, the Merger will qualify as a
     "reorganization" as defined in Section 368(a) of the Code; and
    
 
   
          (ii) The discussion entitled "Certain Federal Income Tax Consequences"
     in the Registration Statement is correct in all material respects.
    
 
   
     This opinion represents and is based upon our best judgment regarding the
application of federal income tax laws arising under the Code, existing judicial
decisions, administrative regulations and published rulings and procedures. Our
opinion is not binding upon the Internal Revenue Service or the courts, and
there is no assurance that the Internal Revenue Service will not successfully
assert a contrary position. Furthermore, no assurance can be given that future
legislative, judicial or administrative changes, on either a prospective or
retroactive basis, would not adversely affect the accuracy of the conclusions
stated herein. Nevertheless, we undertake no responsibility to advise you of any
new developments in the application or interpretation of the federal income tax
laws.
    
 
   
     This opinion addresses only the classification of the Merger as a
reorganization under Section 368(a) of the Code, and does not address any other
federal, state, local or foreign tax consequences that may result from the
Merger or any other transaction (including any transaction undertaken in
connection with the Merger).
    
 
   
     No opinion is expressed as to any transaction other than the Merger as
described in the Merger Agreement or to any transaction whatsoever, including
the Merger, if all the transactions described in the Merger Agreement are not
consummated in accordance with the terms of such Merger Agreement and without
waiver or breach of any material provision thereof or if all of the
representations, warranties, statements and assumptions upon which we relied are
not true and accurate at all relevant times. In the event any one of the
statements, representations, warranties or assumptions upon which we have relied
to issue this opinion is incorrect, our opinion might be adversely affected and
may not be relied upon.
    
 
   
     This opinion is intended solely for your benefit and may not be relied upon
for any other purpose or by any other person or entity, and may not be made
available to any other person or entity without our prior written consent. We
hereby consent to the filing of this opinion as an exhibit to the Registration
Statement.
    
 
   
                                          Very truly yours,
    
 
   
                                          WILSON SONSINI GOODRICH & ROSATI
    
   
                                          Professional Corporation
    
