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EXHIBIT 8.3
[Letterhead of Appleby Spurling & Kempe]
8 August 2000
Tyco International Ltd.
The Zurich Centre, Second Floor
90 Pitts Bay Road
Pembroke HM 08
Dear Sirs
REGISTRATION STATEMENT ON FORM S-4 REGISTRATION NO 333-41264 (THE "COMPANY")
We have acted as attorneys in Bermuda for Tyco International Ltd. ("Tyco"),
in connection with the proposed merger (the "Merger") of Mallinckrodt Inc.
("Mallinckrodt") with EVM Merger Corp. ("Merger Sub"), an indirect wholly owned
subsidiary of the Company pursuant to the Agreement and Plan of Merger dated as
of June 28, 2000 among Tyco Acquisition Corp., a direct wholly owned subsidiary
of the Company, Merger Sub and Mallinckrodt (the "Merger Agreement").
In connection therewith, we have reviewed the discussion on the Bermuda tax
consequences of the Merger set forth under the caption "Bermuda Tax
Consequences" (the "Discussion") in the draft Proxy Statement/Prospectus (the
"Proxy Statement/Prospectus") which is to form part of Amendment No. 1 to the
Registration Statement on Form S-4 Registration No. 333-41264 (the "Registration
Statement") to be filed by Tyco with the United States Securities and Exchange
Commission.
In rendering our opinion, we have examined a draft of the Proxy
Statement/Prospectus emailed to us on August 7, 2000 and dated August 8, 2000,
the Merger Agreement and originals or copies, certified or otherwise identified
to our satisfaction, of such corporate records of Tyco maintained at its
Registered Office in Bermuda as we have deemed necessary or appropriate in
connection with this opinion. Terms not otherwise defined herein have the
meanings assigned to them in the Proxy Statement/Prospectus.
In stating our opinion we have assumed, the authenticity, accuracy and
completeness of all documents submitted to us as originals, the conformity to
authentic original documents of all documents submitted to us as certified,
conformed, notarised or photostatic copies, the genuineness of all signatures on
such documents, that the factual statements in the Proxy Statement/Prospectus
and in the Merger Agreement are accurate and that when filed the Proxy
Statement/Prospectus will not differ in any material respect from the draft
which we have examined.
It is our opinion that the Bermuda tax consequences of the delivery of Tyco
common shares to Mallinckrodt stockholders in exchange for Mallinckrodt common
stock pursuant to the Merger are as set forth in the Discussion. Our opinion is
limited to such matters as of its date, is to be governed by and construed in
accordance with the laws of Bermuda and we express no opinion as to the laws of
any other territory or jurisdiction.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the captions
"Bermuda Tax Consequences" in the Proxy Statement/Prospectus.
Yours faithfully
/s/ APPLEBY SPURLING & KEMPE
