Exhibit 8.1

                              Opinion of KPMG LLP


[KPMG Letterhead]


August 15, 2001


Motorola, Inc.
1303 East Algonquin Road
Schaumburg, Illinois 60196

Bayou Merger Sub, Inc.
1303 East Algonquin Road
Schaumburg, Illinois 60196

Ladies and Gentlemen:

We have acted as tax advisor to Motorola, Inc., a Delaware corporation
("Motorola"), and Bayou Merger Sub, Inc., a Delaware corporation and a wholly
owned subsidiary of Motorola ("Merger Sub"), in connection with (i) the Merger
(as defined and described in the Agreement and Plan of Merger, dated as of July
11, 2001 (the "Agreement"), by and among Motorola, Merger Sub, and RiverDelta
Networks, Inc., a Delaware corporation ("RiverDelta")), and (ii) the preparation
and filing of the Registration Statement (File No. 333------) with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Securities Act"), on August 15, 2001, which includes
the Proxy Statement of RiverDelta and the Prospectus of Motorola (the "Proxy
Statement/Prospectus"). Unless otherwise indicated, each capitalized term used
herein has the meaning ascribed to it in the Agreement.

In connection with this opinion letter, we have examined the Agreement, the
Proxy Statement/Prospectus, and such other documents and corporate records as we
have deemed necessary or appropriate in order to enable us to render the opinion
set forth below. For purposes of this opinion letter, we have assumed (i) the
validity and accuracy of the documents and corporate records that we have
examined and the facts and representations concerning the Merger that have come
to our attention during our engagement and (ii) that the Merger has been or will
be consummated in the manner described in the Agreement and the Proxy Statement/
Prospectus.

Subject to the foregoing and the fact that the discussion in the Proxy
Statement/Prospectus under the headings "SUMMARY - Material Federal Income Tax
Consequences of the RiverDelta Merger" and "THE MERGER - Material Federal Income
Tax Consequences of the RiverDelta Merger" (together, the "Discussion") is a
summary and does not purport to discuss all possible United States federal
income tax consequences of the Merger, we are of the opinion that the Discussion
states the material United States federal income tax consequences of the Merger
to holders of RiverDelta shares who surrender such stock in exchange for
Motorola shares pursuant to the Agreement. In addition, we express no opinion as
to the United States federal, state, local, foreign or other tax consequences,
other than as set forth in the Discussion. Further, there can be no assurances
that the opinion expressed herein will be accepted by the Internal Revenue
Service (the "IRS") or, if challenged, by a court. This opinion letter is
delivered in accordance with the requirements of Item 601(b)(8) of Regulation
S-K under the Securities Act.

In rendering our opinion, we have considered the applicable provisions of the
Internal Revenue Code of 1986, as amended, Treasury Department regulations
promulgated thereunder, pertinent judicial authorities, interpretive rulings of
the IRS, and such other authorities as we have considered relevant. It should be
noted that statutes, regulations, judicial decisions, and administrative
interpretations are subject to change at any time, possibly with retroactive
effect. A change in the authorities or the accuracy or completeness of any of
the information, documents, corporate records, covenants, statements,
representations or assumptions on which our opinion is based could affect our
conclusions. The opinion set forth herein is expressed as of the date hereof,
and we are under no obligation to supplement or revise our opinion to reflect
any changes (including changes that have retroactive effect) (i) in applicable
law or (ii) in any information, document, corporate record, covenant, statement,
representation, or assumption stated herein that becomes untrue or incorrect.

This opinion letter is furnished to you solely for use in connection with the
Merger, as described in the Agreement and the Proxy Statement/Prospectus, and is
not to be used, circulated, quoted, or otherwise referred to for any other
purpose without our express written permission. In accordance with the
requirements of Item 601(b)(23) of Regulation S-K under the Securities Act, we
hereby consent to the filing of this opinion as an exhibit to the Proxy
Statement/Prospectus and to the reference to our firm name under the headings
"THE MERGER - Material Federal Income Tax Consequences of the RiverDelta
Merger," "THE MERGER AGREEMENT - Certain Covenants and Agreements - Plan of
Reorganization," and "LEGAL AND TAX MATTERS." 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 Securities Act or the rules and regulations of the
Commission thereunder.


                                  Very truly yours,

                                    KPMG LLP