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[WILMER, CUTLER & PICKERING LETTERHEAD]
EXHIBIT 5.2
September 14, 2000
Tyco International Ltd.
The Zurich Centre, Second Floor
90 Pitts Bay Road
Pembroke HM08
Bermuda
Ladies and Gentlemen:
We have acted as United States securities counsel for Tyco
International Ltd., a Bermuda company (the "Company"), in connection with its
filing with the Securities and Exchange Commission (the "Commission") of a
Registration Statement on Form S-3, File No. 333-44106 as amended (the
"Registration Statement"), with respect to the Company's (i) unsecured debt
securities (the "Debt Securities"), (ii) preference shares, US$1.00 par value
per share (the "Preference Shares"), which may be issued in the form of
depositary shares evidenced by depositary receipts (the "Depositary Shares"),
and (iii) common shares, US$.20 par value per share (the "Common Shares" and,
together with the Debt Securities, the Preference Shares and the Depositary
Shares, the "Securities"), to be issued from time to time pursuant to Rule 415
under the Securities Act of 1933, as amended (the "Securities Act"), for an
aggregate initial offering price not to exceed US$2,500,000,000. The Debt
Securities are to be issued in one or more series pursuant to Indentures between
the Company and the trustees thereunder (the "Trustees").
We have examined (i) the form of Senior Indenture filed as Exhibit 4.5 to
the Company's registration statement dated February 13, 1998, pursuant to which
Debt Securities may be issued; (ii) the form of Subordinated Indenture filed as
Exhibit 4.2 to the Registration Statement, pursuant to which Debt Securities may
be issued (together with the Senior Indenture, the "Indentures"); (iii) the
Registration Statement; and (iv) originals, photocopies or conformed copies of
all such records of the Company and its subsidiaries, all such agreements and
certificates of public officials, and such other documents as we have deemed
relevant and necessary as a basis for the opinion hereinafter expressed. In
addition, we have examined and relied upon the opinion of Appleby Spurling &
Kempe, Bermuda counsel to the Company, with respect to the authorization and
validity upon issuance of the Preference Shares, the Depositary Shares and the
Common Shares.
In connection with this opinion, we have assumed that (i) the Registration
Statement, and any amendments thereto (including post-effective amendments),
will have become effective; (ii) a prospectus supplement will have been prepared
and filed with the Commission describing the Securities offered thereby;
(iii) all Securities will be issued and sold in the manner stated in the
Registration Statement and the appropriate prospectus supplement; (iv) the
Indentures and any applicable supplemental indentures will have been duly
authorized, executed and delivered by the Company and the Trustees thereunder,
and any such supplemental indentures will conform to the Indentures and to
applicable law; (v) a deposit agreement between the Company and a bank or trust
company as Depositary pursuant to which Depositary Shares may be issued (the
"Deposit Agreement") will have been duly authorized, executed and delivered by
the parties thereto; (vi) a definitive purchase, underwriting or similar
agreement with respect to any Securities offered will have been duly authorized
and validly executed and delivered by the Company and the other parties thereto;
and (vii) any Common Shares issuable upon conversion or exchange of any other
Securities being offered will be duly authorized, created and, if applicable,
reserved for issuance upon such conversion or exchange.
Based upon and subject to the foregoing, we are of the opinion that:
With respect to Debt Securities, when (i) the applicable Indenture has been
duly qualified under the Trust Indenture Act of 1939, as amended; (ii) the Board
has taken all necessary corporate action to
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Tyco International Ltd.
September 14, 2000
Page 2
approve the issuance and terms of such Debt Securities, the terms of the
offering thereof and related matters; and (iii) such Debt Securities have been
duly executed, authenticated, issued and delivered in accordance with the
provisions of the applicable Indenture, the applicable supplemental indenture
and the provisions of the applicable definitive purchase, underwriting or
similar agreement approved by the Board upon payment of the consideration
therefor provided for therein such Debt Securities will be legally issued and
will constitute valid and binding obligations of the Company, enforceable
against the Company in accordance with their terms, except as such enforcement
is subject to any applicable bankruptcy, insolvency, reorganization or other
laws relating to or affecting creditors' rights generally and general principles
of equity.
With respect to the Deposit Agreement, when (i) the Board has taken all
necessary corporate action to authorize the execution and delivery of a Deposit
Agreement; and (ii) such Deposit Agreement shall have been duly executed and
delivered by the Company and the Depositary, such Deposit Agreement will
constitute a valid and binding obligation of the Company enforceable against the
Company in accordance with its terms, except as such enforcement is subject to
any applicable bankruptcy, insolvency, reorganization or other laws relating to
or affecting creditors' rights generally and general principles of equity.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the statements made with respect to us under the
caption "Legal Matters" in the Prospectus included as part of the Registration
Statement.
In rendering the foregoing opinion, we do not express an opinion concerning
any laws other than the laws of the State of New York and the federal laws of
the United States of America.
Sincerely,
WILMER, CUTLER & PICKERING
By: /s/ MEREDITH B. CROSS
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Meredith B. Cross, a Partner
