Exhibit 5.1


                    [GIBSON, DUNN & CRUTCHER LLP LETTERHEAD]


                                  July 7, 1999





                                                                   C 42376-00232


Intel Corporation
2200 Mission College Boulevard
Santa Clara, California 95052

     Re:  Registration Statement on Form S-4 of Intel Corporation

Ladies and Gentlemen:

     We refer to the registration statement on Form S-4 filed on the date
hereof, including amendments and exhibits thereto (the "Registration
Statement") filed today by Intel Corporation, a Delaware corporation (the
"Corporation"), under the Securities Act of 1933, as amended (the "Securities
Act"), with respect to the issuance by the Corporation of up to an aggregate of
44,282,563 shares (the "Shares") of its common stock, par value $.001 per share
("Common Stock"), upon consummation of the proposed merger of Intel RSW
Corporation, a wholly-owned subsidiary of the Corporation, with and into Level
One Communications, Incorporated (the "Merger").

     We have examined the originals or certified copies of such corporate
records, certificates of officers of the Corporation and/or public officials and
such other documents, and have made such other factual and legal
investigations, as we have deemed relevant and necessary as the basis for the
opinions set forth below. In such examination, we have assumed the genuineness
of all signatures, the authenticity of all documents submitted to us as
originals, the conformity to original documents submitted to us as conformed or
photostatic copies and the authenticity of the originals of such copies.

     Based on our examination described above, subject to the assumptions
stated above and relying on the statements of fact contained in the documents
that we have examined, we are of the opinion that (i) the issuance by the
Corporation of the Shares in connection with the Merger
Intel Corporation
July 7, 1999
Page 2


has been duly authorized and (ii) when issued as described in the Registration
Statement, the Shares will be legally and validly issued, fully paid and
non-assessable shares of Common Stock.

     We are admitted to practice in the State of California and are not
admitted to practice in the State of Delaware. However, for the limited purpose
of our above opinions, we are generally familiar with the law of the State of
Delaware as presently in effect and have made such inquiries as we consider
necessary to render these opinions with respect to a Delaware corporation. This
opinion is limited to the law of the State of California, United States
federal law and, to the limited extent set forth above, the law of the State of
Delaware as such laws presently exist and to the facts as they presently exist.
We express no opinion with respect to the effect or applicability of the laws
of any other jurisdiction.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our name under the captions
"Background of the Merger," "Material Federal Income Tax Consequences," and
"Legal Matters" in the Proxy Statement/Prospectus which forms a part of the
Registration Statement filed on the date hereof. In giving this consent, we do
not admit that we are within the category of persons whose consent is required
under Section 7 of the Securities Act or the General Rules and Regulations of
the Securities and Exchange Commission.

                                       Very truly yours,

                                       /s/ Gibson, Dunn & Crutcher LLP

                                       GIBSON, DUNN & CRUTCHER LLP