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Tax Opinion Regarding Merger of Eclipse Merger Corporation

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Sectors: Computer Hardware, Computer Software and Services
Effective Date: October 20, 2003
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Exhibit 8.1


[Letterhead of Ropes & Gray LLP]

October 20, 2003

EMC Corporation

176 South Street Hopkinton, MA 01748

Re: Tax Opinion Regarding Merger of Eclipse Merger Corporation

with and into Legato Systems, Inc. and Subsequent Merger of

Legato Systems, Inc. into EMC Corporation

Ladies and Gentlemen:


We have acted as counsel to EMC Corporation ("EMC") in connection with the merger (the "First Merger") contemplated by the Agreement and Plan of Merger by and among EMC, a Massachusetts corporation, Eclipse Merger Corporation, a Delaware corporation ("Merger Sub") and Legato Systems, Inc., a Delaware corporation ("Legato"), dated as of July 7, 2003 (the "Merger Agreement"), and the merger of Legato into EMC that is contemplated to occur immediately subsequent to the First Merger (the "Second Merger", and together with the First Merger, the "Mergers"). Capitalized terms used but not defined herein have the meanings ascribed to them in the Merger Agreement.

We have examined the Merger Agreement, the Registration Statement on Form S-4 and the Proxy Statement-Prospectus included therein filed with the Securities and Exchange Commission by EMC and Legato on July 31, 2003, and Amendment No. 1 to the Form S-4 filed with the Securities and Exchange Commission by EMC and Legato on September 12, 2003. We have assumed for purposes of the opinion set forth below that the First Merger will be effected in accordance with the Merger Agreement (without the waiver of any conditions to any party's obligation to effect the Merger) and as described in the Proxy Statement/Prospectus, that th
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