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[LETTERHEAD OF APPLEBY SPURLING & KEMPE]
EXHIBIT 5.1
E-mail: [email protected]
MLJ/af/73287.77
ML Jones
Partner
14 September 2000
Tyco International Ltd.
The Zurich Centre, Second Floor
90 Pitts Bay Road
Pembroke HM 08
Bermuda
RE: REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
We have acted as Bermuda counsel to Tyco International Ltd., a Bermuda
limited liability company ("Tyco" or the "Company"), in connection with its
filing with the Securities and Exchange Commission of a Registration Statement
on Form S-3, File No. 333-44106, as amended (the "Registration Statement"), with
respect to Tyco's (i) unsecured debt securities (the "Debt Securities"),
(ii) preference shares, US$1.00 par value per share (the "Preference Shares"),
which may be issued in the form of depositary shares evidenced by depositary
receipts (the "Depositary Shares") and (iii) common shares, US$0.20 par value
per share (the "Common Shares"), to be issued from time to time pursuant to
Rule 415 under the United States Securities Act of 1933, as amended, of the
United States, for an aggregate initial offering price not to exceed
$2,500,000,000.
The Debt Securities, the Preference Shares, the Depositary Shares and the
Common Shares are collectively referred to herein as the "Securities."
For the purposes of this opinion we have examined and relied upon the
documents listed, and in some cases defined, in the Schedule to this opinion
(the "Documents").
Unless otherwise defined herein, terms defined in the Registration Statement
and the prospectus therein (the "Prospectus"), have the same meanings when used
in this opinion.
ASSUMPTIONS
In stating our opinion, we have assumed:
(a) the authenticity, accuracy and completeness of all Documents submitted to us
as originals and the conformity to authentic original Documents of all
Documents submitted to us as certified, conformed, notarised, faxed or
photostatic copies;
(b) the genuineness of all signatures on the Documents;
(c) that any factual statements made in any of the Documents are true, accurate
and complete;
(d) that the records which were the subject of the Company Search were complete
and accurate at the time of such search and disclosed all information which
is material for the purposes of this opinion and such information has not
since the date of the Company Search been materially altered; and
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(e) that the records which were the subject of the Litigation Search were
complete and accurate at the time of such search and disclosed all
information which is material for the purposes of this opinion and such
information has not since the date of the Litigation Search been materially
altered.
OPINION
Based on and subject to the foregoing, subject to the reservations mentioned
below, and to any matters not disclosed to us, we are of the opinion that:
(1) Tyco has been duly incorporated as a limited liability company and is
validly existing and in good standing under the laws of Bermuda.
(2) Subject to the publication of a Prospectus and the filing thereof in
accordance with Section 26(l) of the Companies Act 1981, all necessary
action required to be taken by Tyco pursuant to Bermuda law has been taken
by or on behalf of Tyco and all necessary authorisations and approvals of
Governmental authorities in Bermuda have been duly obtained for the issue by
Tyco of the Securities.
(3) When issued and paid for (or upon conversion or exchange of any security in
accordance with the terms of such security or the instrument providing for
such conversion or exchange) pursuant to the terms of any duly adopted Board
resolutions of Tyco which have authorized their issue in accordance with the
terms and conditions referred to or summarized in the Prospectus and the
Registration Statement, the Common Shares will be validly issued, fully paid
and non-assessable.
(4) When issued and paid for pursuant to the terms of any duly adopted Board
resolutions of Tyco which have authorized their issue in accordance with the
terms and conditions referred to or summarised in the Prospectus and the
Registration Statement, the Preference Shares (and Depositary Shares, if
applicable) will be validly issued, fully paid and non-assessable.
(5) There are no taxes, duties or other charges payable to or chargeable by the
Government of Bermuda, or any authority or agency thereof, in respect of the
issue of the Securities.
RESERVATIONS
We have the following reservations:
(1) We are admitted to practise law in the Islands of Bermuda and we express no
opinion as to any law other than Bermuda law, and none of the opinions
expressed herein relates to compliance with or matters governed by the laws
of any jurisdiction except Bermuda. This opinion is limited to Bermuda law
as applied by the courts of Bermuda at the date hereof.
(2) Any reference in this opinion to Tyco being in "good standing" shall mean
for the purposes of this opinion that it has been issued with a Certificate
of Compliance by the Registrar of Companies as at the date hereinbefore
mentioned.
(3) Any reference in this opinion to shares being "non-assessable" shall mean,
in relation to fully paid shares of Tyco and subject to any contrary
provision in any agreement in writing between such company and the holder of
such shares, that no shareholder shall be bound by an alteration to the
Memorandum of Association or Bye-Laws of Tyco after the date on which he or
she became a shareholder, if and so far as the alteration requires him or
her to take, or subscribe for additional shares, or in any way increases his
or her liability to contribute to the share capital of, or otherwise to pay
money to, Tyco.
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DISCLOSURE
This opinion is addressed to you in connection with the filing by the
Company of the Registration Statement with the Securities and Exchange
Commission.
We hereby consent to the inclusion of this opinion as an exhibit to the
Registration Statement. We also consent to the reference to our Firm under the
caption "Legal Matters" in the Prospectus included as part of the Registration
Statement.
This opinion is to be governed by and construed in accordance with the laws
of Bermuda and shall not give rise to legal proceedings in any jurisdiction
other than Bermuda.
Yours faithfully,
/s/ APPLEBY SPURLING & KEMPE
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Appleby Spurling & Kempe
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SCHEDULE
(a) A Certificate of Compliance issued by the Registrar of Companies in Bermuda
on 1 August 2000 in respect of Tyco;
(b) the Certificate of Incorporation, Memorandum of Association and Bye-Laws of
Tyco;
(c) a copy of the Registration Statement, excluding the documents incorporated
by reference therein;
(d) a certified copy of the Register of Members of the Company as at 31
August 2000;
(e) a copy of the permissions dated 20 April, 1999, 29 April, 1999 and 11 June,
1999 given by the Bermuda Monetary Authority under the Exchange Control Act
(1972) and related regulations for the issue of Tyco's Common Shares;
(f) a copy of the form of Senior Indenture previously filed as Exhibit 4.5 to
the registration statement on Form S-3 dated February 13, 1998 (File
No. 333-43333);
(g) a copy of the form of Subordinated Indenture filed as Exhibit 4.2 to the
Registration Statement;
(h) The entries and filings shown in respect of Tyco on the file of the Company
maintained in the Register of Companies at the office of the Registrar of
Companies in Hamilton, Bermuda, as revealed by a search on 14
September 2000 (the "Company Search"); and
(i) The entries and filings shown in the Supreme Court Causes Book maintained at
the Registry of the Supreme Court in Hamilton, Bermuda, as revealed by a
search on 14 September 2000 in respect of Tyco (the "Litigation Search").
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