Exhibit 8.1

                                 [Form of Opinion of Simpson Thacher & Bartlett]




                                                           January [  ], 2003


Sirius Satellite Radio Inc.
1221 Avenue of the Americas
36th Floor
New York, New York 10020

Ladies and Gentlemen:

                  We have acted as counsel to Sirius Satellite Radio Inc.
("Sirius"), a Delaware corporation, in connection with the Exchange Offer (the
"Exchange Offer"), the Consent Solicitation (the "Consent Solicitation") and the
Solicitation of Acceptances to Prepackaged Plan of Reorganization (the
"Reorganization Plan"). This opinion is being delivered in connection with the
Registration Statement on Form S-4 (Registration No. 333-101317) (the
"Registration Statement") filed by Sirius with the Securities and Exchange
Commission under the Securities Act of 1933, as amended.

                  We have examined the Registration Statement filed by Sirius.
In addition, we have examined, and relied as to matters of fact upon, originals
or copies, certified or otherwise identified to our satisfaction, of such
corporate records, agreements, documents and other instruments and made such
other inquiries as we have deemed necessary or appropriate to enable us to
render the opinion set forth below. In such examination, we have assumed the
genuineness of all signatures, the legal capacity of natural persons, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as duplicates or certified
or conformed copies, and the authenticity of the originals of such latter
documents. We have not, however, undertaken any independent investigation of any
factual matter set forth in any of the foregoing.

                  In rendering such opinion, we have assumed, with your
permission, that the statements set forth in the Registration Statement are
true, complete and correct and will remain true, complete and correct at all
times up to and including the effective date of the Registration Statement.

                  Based upon the foregoing, and subject to the qualifications
and limitations stated herein, we hereby confirm our opinions set forth in the
discussion contained in the






Sirius Satellite Radio Inc.          -2-                      January [  ], 2003

Registration Statement under the caption "Material United States Federal Income
Tax Consequences".

                  We express our opinion herein only as to those matters
specifically set forth and no opinion should be inferred as to the tax
consequences under any state, local or foreign law, or with respect to other
areas of United States federal taxation. We are members of the Bar of the State
of New York, and we do not express any opinion herein concerning any law other
than the federal law of the United States.

                  We hereby consent to the filing of this opinion as Exhibit 8.1
to the Registration Statement, and to the references to our firm name therein.




                                                           Very truly yours,