<PAGE>
EXHIBIT 23.5
PERSONAL AND CONFIDENTIAL
-------------------------
August 8, 2000
Board of Directors
Mallinckrodt Inc.
75 McDonnell Boulevard
St. Louis, Missouri 63134
Re: Registration Statement on Form S-4 (File No. 333-41264) of Tyco
International Ltd.
Ladies and Gentlemen:
Reference is made to our opinion letter dated June 28, 2000 with respect to the
fairness from a financial point of view to the holders of the outstanding shares
of common stock, par value $1.00 per share (the "Shares"), of Mallinckrodt Inc.
(the "Company") of the consideration to be received for the Shares pursuant to
the Agreement and Plan of Merger, dated as of June 28, 2000, among Tyco
Acquisition Corp. VI (NV) (the "Parent"), EVM Merger Corp. ("Merger Sub") and
the Company (the "Agreement"), with the obligations of Parent and Merger Sub in
the Agreement being guaranteed by their parent company Tyco International Ltd.,
on the assumption that the Exchange Ratio (as defined in the opinion letter) is
not adjusted pursuant to section 7.01(j) of the Agreement.
The foregoing opinion letter is provided for the information and assistance of
the Board of Directors of the Company in connection with its consideration of
the transaction contemplated therein and is not to be used, circulated, quoted
or otherwise referred to for any other purpose, nor is it to be filed with,
included in or referred to in whole or in part in any registration statement,
proxy statement or any other document, except in accordance with our prior
written consent. We understand that the Company has determined to include our
opinion in the above-referenced Registration Statement.
In that regard, we hereby consent to the reference to the opinion of our Firm
under the captions "Summary--The Merger--Opinions of Mallinckrodt's Financial
Advisors", "Risk Factors", "The Merger--Background of the Merger", "The
Merger--Recommendation of the Board of Directors of Mallinckrodt; Reasons of
Mallinckrodt for the Merger", and "The Merger--Opinions of Financial Advisors to
Mallinckrodt--Opinion of Goldman, Sachs & Co." and to the inclusion of the
foregoing opinion in the Proxy Statement/Prospectus included in the
above-mentioned Registration Statement, as amended. In giving such consent, we
do not thereby admit that we come within the category of persons whose consent
is required under Section 7 of the Securities Act of 1933 or the rules and
regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
/s/ GOLDMAN, SACHS & CO.
----------------------------
(GOLDMAN, SACHS & CO.)
