<DOCUMENT>
<TYPE>EX-8.1
<SEQUENCE>3
<FILENAME>a2088256zex-8_1.txt
<DESCRIPTION>EXHIBIT 8.1
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                                   [L O G O]


                      BRIDGEWATER PLACE - POST OFFICE BOX 352
                         GRAND RAPIDS, MICHIGAN 49501-0352

      TELEPHONE 616 / 336-6000 - Fax 616 / 336-7000 - www.varnumlaw.com


KAPLIN S. JONES, P.C.                                DIRECT DIAL  616/336-6820
ADMITTED IN MICHIGAN, UTAH AND WASHINGTON D.C.   E-MAIL  ksjones@varnumlaw.com



                                       August 28, 2002


Donnelly Corporation
49 West Third Street
Holland, MI  49432

         RE:      AGREEMENT AND PLAN OF MERGER

Ladies and Gentlemen:

         We have acted as counsel to Donnelly  Corporation  ("Donnelly")  in
connection  with the  Agreement and Plan of Merger,  dated June 25, 2002 (the
 "Agreement"),  by and among Donnelly,  Magna  International,  Inc.
("Magna") and Magna Mirrors  Acquisition  Corp. ("Sub").  All capitalized
terms used and not specifically defined herein have the meanings specified in
the Agreement.

         Magna will file with the Securities and Exchange  Commission  under
the Securities Act of 1933, as amended (the "1933 Act"), a registration
statement on Form F-4 (the "Registration  Statement"),  with respect to the
shares of Class A subordinate voting stock of Magna (the "Magna  Stock") to
be issued to holders of shares of common stock of Donnelly (the "Common
Stock") in  connection  with the Agreement. In addition,  Magna has prepared,
and we have reviewed, a Proxy  Statement/Prospectus  which is contained in
and made a part of the Registration  Statement,  and the Appendices  thereto,
 including the Agreement and this opinion letter (the "Proxy Statement"). In
rendering our opinion,  we have relied upon the facts stated in the Proxy
Statement and upon such other documents as we have deemed appropriate,
including the  information  about Magna and Donnelly  included,  referred to,
or  incorporated  by reference in the Proxy Statement and the Agreement.

         This opinion  letter is governed by and shall be  interpreted  in
accordance  with the Legal Counsel  Accord (the "Accord") of the ABA Section
of  Business  Law (1991).  As a  consequence,  it is subject to a number of
qualifications,  exceptions,  definitions, limitations on coverage and other
limitations,  all as more particularly  described in the Accord.  The
opinions  expressed


         GRAND RAPIDS - LANSING - KALAMAZOO - GRAND HAVEN - MILWAUKEE


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                                   [L O G O]

Donnelly Corporation
August 26, 2002
Page 2


herein are limited to the federal laws of the United States and no opinion is
expressed as to the laws of any other jurisdiction.

         We have assumed that (i) all parties to the Agreement,  and to any
other documents  reviewed by us, have acted,  and will act, in accordance
with the terms of the Agreement and such other documents,  (ii) all facts,
information,  statements and  representations contained  in certain
certificates  of the officers of Magna and Donnelly  that have been  provided
to us are and as of the  Effective Time will be true,  correct and complete
in all respects  (which facts,  information,  statements and  representations
 we have neither investigated,  nor verified,  and upon which we are entitled
to rely), (iii) all facts,  information,  statements and  representations,
including,  without limitation,  those contained in certain  certificates of
the officers of Magna and Donnelly that have been provided to us qualified by
the knowledge  and/or belief of Magna and/or Donnelly or qualified by any
reference to materiality  will be complete and accurate as of the Effective
Time as though not so qualified  (which facts,  information,  statements and
representations  we have neither  investigated,  nor verified,  and upon
which we are entitled to rely), (iv) the Agreement will be consummated at the
Effective Time  pursuant  to the terms and  conditions  set forth in the
Agreement  without  the  waiver or  modification  of any such terms and
conditions,  (v) the  Agreement  is  authorized  by and will be  effected
pursuant to  applicable  state law,  and (vi) each  Donnelly shareholder
holds (and will as of the Effective  Time continue to hold) its shares of
Donnelly  Common Stock as capital  assets within the meaning of Section 1221
of the Code (as defined  below).  The opinions  expressed  below do not apply
to the extent that a Donnelly shareholder's  unique situation would alter the
tax consequences to such shareholder.  For example,  the tax consequences to
a Donnelly shareholder  may vary with  respect to  certain  shareholders
(including  insurance  companies,  tax-exempt  organizations,  financial
institutions,  broker-dealers,  persons who do not hold Donnelly Common Stock
as a capital asset, employees of Donnelly and persons who hold Donnelly
Common Stock as part of a straddle, conversion or other integrated
transaction).

         The opinions set forth below are based upon,  and Section  numbers
cited herein refer to, the Internal  Revenue Code of 1986, as amended (the
"Code"), the Treasury Regulations promulgated thereunder,  the administrative
 interpretations thereof and the judicial decisions with respect thereto,
all as currently in effect,  and are further based upon the continued
accuracy and completeness of the documents,  certifications,  and
representations  referred  to herein  as of the  Effective  Time of the
merger  contemplated  by the Agreement (the "Merger").

         Based upon and subject to the  assumptions,  qualifications,
limitations,  and  representations  contained  herein and in the portion of
the Proxy  Statement  captioned  "Material  United States Federal Income Tax
Consequences,"  we are of the opinion that for United States  federal  income
tax purposes  only (with no opinion being  expressed as to any  consequences
under any state,  local or foreign tax laws):

                  (1)      The Merger will qualify as a "reorganization"
         within the meaning of Section 368(a) of the Code;


         GRAND RAPIDS - LANSING - KALAMAZOO - GRAND HAVEN - MILWAUKEE



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                                   [L O G O]


Donnelly Corporation
August 26, 2002
Page 3



                  (2)      Donnelly,  Magna and Sub will each be "a party to
         a reorganization"  within the meaning of Section 368(b) of the Code;

                  (3)      No gain or loss will be  recognized  by the
         shareholders  of Donnelly who receive  shares of Magna Stock in
         exchange for all of their shares of Donnelly  Common  Stock,  except
         to the extent of any cash  received in lieu of fractional shares of
         Magna Stock;

                  (4)      The aggregate basis of shares of Magna Stock to be
         received by Donnelly  shareholders pursuant to the Merger (including
          fractional  shares of Magna  Stock for which  cash is  received)
         will be the same as the basis of the  respective shares of Donnelly
         Common Stock surrendered in exchange therefore;

                  (5)      The holding  period of shares of Magna Stock
         received by Donnelly  shareholders  pursuant to the Merger will
         include the holding  period for the shares of Donnelly  Common
         Stock  surrendered  in exchange  therefor,  provided  that the
         shares of Donnelly Common Stock surrendered were held as capital
         assets in the hands of the relevant  Donnelly  shareholder on the
         date of the consummation of the Merger;

                  (6)      A Donnelly  shareholder  who receives cash in lieu
         of a fractional  share of Magna Stock will recognize gain or loss
         equal to the difference,  if any, between the  shareholder's  tax
         basis in the fractional share and the amount of cash received; and

                  (7)      Neither  Donnelly,  Magna  nor Sub will  recognize
          gain or loss or any  taxable  event  as a result  of the
         consummation of the Merger.

         If any of the facts,  representations,  or  assumptions  on which
this opinion  letter is based is  determined to be untrue or incorrect,  our
opinion  may be  adversely  affected.  We express no opinion as to the
accuracy  of the facts,  representations,  and assumptions stated herein.

         This opinion  letter is based upon  existing law and currently
applicable  authority,  including  Treasury  Regulations,  and administrative
 and judicial  interpretations  of the law and  regulations.  Administrative
positions of the Internal  Revenue Service contained in Revenue Rulings and
Revenue  Procedures,  and other  authorities,  including  statutory
provisions and judicial decisions interpreting  them,  are subject to change,
 with  possible  retroactive  effects,  and we undertake no obligation to
advise you of any change in any matter set forth herein.

         No opinion is expressed on any matters other than those specifically
 stated,  including,  without  limitation,  the effect of local,  state or
foreign tax laws.  Furthermore,  no opinion is expressed herein about the tax
treatment of the transaction under other provisions of the Code or the
Treasury  Regulations  issued  thereunder or about the tax  treatment of any
conditions  existing


         GRAND RAPIDS - LANSING - KALAMAZOO - GRAND HAVEN - MILWAUKEE



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                                   [L O G O]


Donnelly Corporation
August 26, 2002
Page 4



at the time of, or effects resulting from, the Merger that are not
specifically addressed by this opinion letter.

         No  advance  ruling  has been  obtained  from the  Internal  Revenue
 Service  regarding  the  Merger.  An  opinion of counsel represents
counsel's best legal  judgment,  but has no binding  effect or official
status of any kind.  Accordingly,  there may be no assurance that the
Internal  Revenue Service or courts will not take positions  contrary to our
opinion;  however,  we believe that the position stated in our opinion will
be sustained.

         No person  other than the  addressee  named herein may rely on this
opinion  letter for any  purpose.  This opinion  letter is solely for the
benefit of the party to whom it is addressed,  and may not be relied upon by
any other party,  nor for any purpose other than in connection with the
transaction described herein.

         This opinion  letter is furnished to you for use in  connection
with the  Registration  Statement.  We hereby  consent to the inclusion  of
this  opinion as an appendix to the Proxy  Statement  and to the use of our
name in that  portion of the Proxy  Statement captioned  "Material  United
States Federal Income Tax  Consequences."  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 1933 Act.

                                                     Sincerely,

                                                            /S/


                                                     Kaplin S. Jones, P.C.


KSJ:



         GRAND RAPIDS - LANSING - KALAMAZOO - GRAND HAVEN - MILWAUKEE


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