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EXHIBIT 8.1
[LOGO]
PRICEWATERHOUSECOOPERS LLP
Suite 800W
1301 K St., N.W.
Washington DC 20005-3333
Tyco Acquisition Corp. VI (NV)
One Tyco Park
Exeter, NH 03833
August 8, 2000
Ladies and Gentlemen:
We have acted as tax advisors to Tyco Acquisition Corp. VI (NV), a Nevada
corporation ("Parent") and direct, wholly-owned subsidiary of Tyco
International Ltd., a Bermuda company ("Guarantor"), in connection with the
Agreement and Plan of Merger dated as of June 28, 2000 (the "Agreement") by and
among Parent, EVM Merger Corp., a New York corporation and a direct,
wholly-owned subsidiary of Parent ("Merger Sub") and Mallinckrodt, Inc., a New
York corporation (the "Company"), pursuant to which Merger Sub will merge with
and into the Company (the "Merger"). All capitalized terms, unless otherwise
specified, have the meanings assigned to them in the Agreement.
For purposes of the opinion set forth below, we have reviewed and relied
upon (i) the Agreement, (ii) the Proxy Statement/Prospectus included in the
registration statement on Form S-4 (the "Registration Statement"), filed by
Guarantor with the Securities and Exchange Commission (the "Proxy Statement/
Prospectus"), and (iii) such other documents, records, and instruments as we
have deemed necessary or appropriate in order to enable us to render our
opinion. In addition, in rendering our opinion we have relied upon certain
written statements and representations made to us by the Company, Guarantor,
Parent and Merger Sub dated the date hereof, and we have assumed that such
statements and representations will be complete and accurate as of the Effective
Time. In addition, we have relied upon certain statements, representations and
covenants contained in the Agreement and the Proxy Statement/Prospectus, which
we have neither investigated nor verified, including the validity of the
corporations involved in the Merger and the obligations of the parties to the
Agreement to make all required filings with governmental agencies. We have
assumed that all such statements and representations are true, correct,
complete, and not breached, and that no actions that are inconsistent with such
statements and representations will be taken.
In addition, we have assumed that (i) the Merger will be consummated in
accordance with the Agreement and as described in the Proxy Statement/Prospectus
(including satisfaction of all covenants and conditions to the obligations of
the parties without amendment or waiver thereof in any respect prior to the
Effective Time), and will qualify as a statutory merger under the laws of the
State of New York; (ii) each of the Company, Guarantor, and Parent will comply
with all reporting obligations with respect to the Merger required under the
Internal Revenue Code of 1986, as amended (the "Code"), and the Treasury
regulations promulgated thereunder (the "Regulations"); and (iii) the Agreement
and all other documents and instruments referred to therein or in the Proxy
Statement/Prospectus are valid and binding in accordance with their terms. Any
inaccuracy in, or breach of, any of the aforementioned statements,
representations, and assumptions, could adversely affect our opinion. No ruling
has been (or will be) sought from the Internal Revenue Service (the "IRS") by
the Company, Guarantor or Parent as to the United States federal income tax
consequences of any aspect of the Merger. The opinion expressed herein is not
binding on the IRS or any court, and there can be no assurance that the IRS or a
court of competent jurisdiction will not disagree with such opinion.
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Tyco Acquisition Corp. VI (NV)
August 8, 2000
Page 2
In rendering our opinion, we have considered applicable provisions of the
Code, the Regulations, pertinent judicial authorities, rulings of the IRS and
such other authorities as we considered relevant. It should be noted that such
laws, Code, Regulations, judicial decisions and administrative interpretations
are subject to change at any time and, in some circumstances, with retroactive
affect. A material change in any of the authorities upon which our opinion is
based could adversely affect our opinion.
Based upon and subject to the foregoing as well as the limitations set forth
below, the statements contained in the section of the Proxy Statement/Prospectus
entitled "The Merger--Material U.S. Federal Income Tax and Bermuda Tax
Consequences--U.S. Federal Income Tax Consequences--1. Consequences of the
merger," constitute our opinion as to the material United States federal income
tax consequences of the exchange of Company Common Stock for Guarantor Common
Shares in the Merger.
No opinion is expressed as to any matter not specifically addressed above.
Also, no opinion is expressed as to the tax consequences of any of the
transactions under any state, local or non-U.S. tax law. Furthermore, our
opinion is based on current United States federal income tax law and
administrative interpretations, and we do not undertake to advise you as to any
changes after the Effective Time in federal income tax law or administrative
interpretations that may affect our opinion unless we are specifically asked to
do so.
We hereby consent to the filing of this opinion as an exhibit to the
aforementioned Registration Statement and to the reference to this firm under
the caption "The Merger--Material U.S. Federal Income Tax and Bermuda Tax
Consequences--U. S. Federal Income Tax Consequences--1. Consequences of the
merger" in the Registration Statement and the Proxy Statement/Prospectus which
is a part thereof. The giving of this consent, however, does not constitute an
admission that we are "experts" within the meaning of Section 11 of the
Securities Act of 1933, as amended, or within the category of persons whose
consent is required by Section 7 of such Act.
This opinion has been delivered to you as contemplated by the Agreement and
for the purpose of being included as an exhibit to the Registration Statement
and is intended solely for your benefit and, except as set forth above, may not
be circulated, quoted or otherwise referred to for any other purpose without our
written consent. We acknowledge that we will be asked to render an opinion as of
the Effective Time, as a condition to the consummation of the Merger, regarding
the treatment of the Merger for United States federal income tax purposes.
Very truly yours,
/s/ PRICEWATERHOUSECOOPERS LLP
