EXHIBIT 8.1 [COOLEY GODWARD LLP LOGO] ATTORNEYS AT LAW Palo Alto, CA 415 843-5000 One Maritime Plaza Menlo Park, CA 20th Floor 415 843-5000 San Francisco, CA 94111-3580 San Diego, CA Main 415 693-2000 619 550-6000 Fax 415 951-3699 April 28, 1997 Boulder, CO http://www.cooley.com 303 546-4000 SUSAN COOPER PHILPOT Denver, CO 415 693-2078 303 606-4800 philpotsc@cooley.com April 28, 1997 QUALCOMM Incorporated 6455 Lusk Boulevard San Diego, California 92121 Ladies and Gentlemen: We have acted as counsel to QUALCOMM Incorporated, a Delaware corporation (the "Company"), and QUALCOMM Financial Trust I, a Delaware statutory business trust (the "Trust"), in connection with the filing of a Registration Statement on Form S-3 (the "Registration Statement") with the Securities and Exchange Commission covering the resale of (i) up to 13,200,000 Trust Convertible Preferred Securities of the Trust, (ii) up to $680,452,500 in aggregate principal amount of 5-3/4% Convertible Subordinated Debentures due February 24, 2012 of the Company (the "Debt Securities"), (iii) up to 9,084,240 shares of the Company's Common Stock issuable upon conversion of the Debt Securities (the "Shares"), and (iv) a Convertible Preferred Securities Guarantee of the Company. At your request, we have reviewed the discussion entitled "Certain United States Federal Income Tax Consequences" contained in the Registration Statement and are of the opinion that, subject to the qualifications and limitations contained therein, such information fairly presents the current United States federal income tax law applicable to the Trust and the material United States federal tax consequences to a United States person of the purchase, ownership and disposition of the Convertible Preferred Securities of the Trust and insofar as it relates to statements of law or legal conclusions is correct in all material respects. We consent to the reference to our firm under the caption "Certain United States Federal Income Tax Consequences" and to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, Cooley Godward LLP /s/ Susan Cooper Philpot Susan Cooper Philpot SCP/jkw