Exhibit 8.1

                  [Opinion of Simpson Thacher & Bartlett regarding tax matters.]


                                                                January 28, 2003



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


        Re: The Registration Statement on Form S-4 (File No. 333-101317)

Ladies and Gentlemen:

         We have acted as counsel to Sirius Satellite Radio Inc. (the
"Company"), a Delaware corporation, in connection with the Registration
Statement on Form S-4 (Registration No. 333-101317) (the "Registration
Statement") filed by the Company with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, in connection with the exchange
offer, the consent solicitation and the solicitation of acceptances to
prepackaged plan of reorganization, all as described in such Registration
Statement.

         We have examined the Registration Statement filed by the Company. 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





Sirius Satellite Radio Inc.          -2-                        January 28, 2003

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 and therein, the discussion contained in the
Registration Statement under the caption "Material United States Federal Income
Tax Consequences" is, where indicated, the opinion of Simpson Thacher &
Bartlett.

         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 name under the caption
"Material United States Federal Income Tax Consequences" in the Prospectus
included in the Registration Statement.



                                                 Very truly yours,

                                                 /s/ SIMPSON THACHER & BARTLETT

                                                 SIMPSON THACHER & BARTLETT