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EXHIBIT 8.2
[Letterhead of Simpson Thacher & Bartlett]
August 8, 2000
Mallinckrodt, Inc.
675 McDonnell Boulevard
St. Louis, Missouri 63042
Re: The Mallinckrodt/Tyco Merger
Ladies and Gentlemen:
We have acted as special counsel for Mallinckrodt, Inc., a New York
corporation ("Company"), in connection with the Agreement and Plan of Merger
dated as of June 28, 2000 (the "Agreement") by and among Tyco Acquisition Corp.
VI (NV) ("Parent"), a Nevada corporation and wholly owned first tier subsidiary
of Tyco International Ltd., a Bermuda company ("Guarantor"), EVM Merger Corp., a
New York corporation and wholly owned first tier subsidiary of Parent ("Merger
Sub"), and the Company, which provides, among other things, for the merger (the
"Merger") of Merger Sub with and into the Company on the terms and conditions
set forth therein, the time at which the Merger becomes effective being
hereafter referred to as the "Effective Time." All capitalized terms, unless
otherwise specified, have the meanings assigned to them in the Agreement.
In that connection, you have requested our opinion concerning the discussion
of the material United States federal income tax consequences of the Merger to
United States holders of Tyco Common Shares under the caption "The
Merger--Material U.S. Federal Income Tax and Bermuda Tax Consequences--U.S.
Federal Income Tax Consequences--Consequences of the Merger" in the Registration
Statement on Form S-4 of Guarantor (the "Registration Statement") which includes
the Proxy Statement/Prospectus of Guarantor, being filed on August 8, 2000 with
the Securities and Exchange Commission (the "SEC") and to which this opinion
appears as an exhibit. In providing our opinion, we have examined the Agreement,
the Registration Statement and the originals, or duplicates or certified or
conformed copies of such other documents and corporate records as we have deemed
necessary or appropriate for purposes of our opinion. 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. In addition, we have assumed that (i) the Merger will be
consummated in the manner contemplated by the Registration Statement and in
accordance with the provisions of the Agreement, (ii) the statements concerning
the Merger set forth in the Agreement and the Registration Statement are true,
correct and complete and will not later become inaccurate, (iii) each of the
Company, Guarantor, Parent and Merger Sub will deliver to us representation
letters, dated as of the Effective Time, substantially in the form of the
representation letters presented to us on August 7, 2000 (the "Representation
Letters"), (iv) the representations made to us by each of the Company,
Guarantor, Parent, and Merger Sub in their respective Representation Letters
will be true, correct and complete as of the Effective Time and will not later
become inaccurate, without regard to any limitations of such representations to
"the best knowledge of" or any similar qualifications and (v) any
representations made in the Agreement "to the best knowledge of" or similarly
qualified are true, correct and complete and will not later become inaccurate,
in each case, without regard to such qualification. If any of the above-
described assumptions are untrue for any reason or if the Merger is consummated
in a manner that is inconsistent with the manner in which it is described in the
Agreement and Registration Statement, our opinion as expressed below may be
adversely affected and may not be relied upon.
The opinion expressed herein is based upon existing statutory, regulatory
and judicial authority, any of which may be changed at any time with retroactive
effect. Any change in applicable laws or the facts and circumstances surrounding
the Merger may affect the continuing validity of our opinion set forth herein.
Our opinion is limited to the tax matters specifically covered hereby, and we
have not been asked to
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Mallinckrodt, Inc. August 8, 2000
address, nor have we addressed, any other tax consequences of the Merger or any
other transactions. 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.
Based upon the foregoing, and subject to the qualifications and limitations
stated herein, we are of the opinion that the discussion set forth in the
Registration Statement under the caption "The Merger--Material U.S. Federal
Income Tax and Bermuda Tax Consequences--U.S. Federal Income Tax
Consequences--Consequences of the Merger" includes an accurate summary of the
material United States federal income tax consequences of the Merger to United
States holders of Guarantor Common Shares.
We are furnishing this opinion in connection with the filing of the
Registration Statement with the SEC, and this opinion is not to be used,
circulated, quoted or otherwise referred to for any other purpose without our
express written permission.
We consent to the filing of this opinion as Exhibit 8.2 to the Registration
Statement, and to the references to our firm name therein.
Very truly yours,
/s/ SIMPSON THACHER & BARTLETT
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