<PAGE>
Exhibit 5
(Appleby Spurling & Kempe Letterhead)
9 November 2000
Tyco International Ltd.
The Zurich Centre, Second Floor
90 Pitts Bay Road
Pembroke HM 08
Bermuda
Dear Sirs
Registration Statement on Form S-3
-----------------------------------
We have acted as attorneys in Bermuda to Tyco International Ltd. (the
"Company"), a Bermuda limited liability company, in connection with its filing
with the United States Securities and Exchange Commission of a Registration
Statement on Form S-3, File No. 333- , (the "Registration Statement"), with
respect to the issue of 2,180,010 common shares of the Company, US$0.20 par
value per share (the "Shares"). The Shares were issued to Tyco Acquisition
Corp. IX (NV) ("Tyco Acquisition") for delivery to the selling shareholders
named in the Registration Statement (the "Selling Shareholders") in connection
with the merger of CIGI Investment Group Inc. ("CIGI") with Tyco Acquisition a
wholly-owned subsidiary of the Company, pursuant to the agreement and plan of
merger dated as of 22 September 2000 among Tyco Acquisition, CIGI and certain
shareholders of CIGI (the "Merger Agreement").
For the purposes of this opinion we have examined and relied upon the documents
listed which, in some cases, are also defined in the Schedule to this opinion,
(the "Documents").
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 or photostatic
copies.
(b) The genuineness of all signatures on the Documents.
(c) The authority, capacity and power of each of the persons signing the
Documents which we have reviewed (other than the Directors or Officers of
the Company).
<PAGE>
Tyco International Ltd. -2- 9 November 2000
(d) That any factual statements made in any of the Documents are true, accurate
and complete.
(e) 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.
(f) 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.
(g) That the Merger Agreement consitutes legal, valid and binding obligations of
each of the parties thereto, enforceable in accordance with its terms, under
the laws of the State of New York by which it is expressed to be governed.
Opinion
-------
Based upon and subject to the foregoing and subject to the reservations set out
below and to any matters not disclosed to us, we are of the opinion that:
(1) The Company is an exempted company incorporated with limited liability and
existing under the laws of Bermuda. The Company possesses the capacity to
sue and be sued in its own name and is in good standing under the laws of
Bermuda.
(2) All necessary corporate action required to be taken by the Company in
connection with the issue by the Company of the Shares pursuant to Bermuda
law has been taken by or on behalf of the Company, and all necessary
approvals of governmental authorities in Bermuda have been duly obtained for
the issue by the Company of the Shares.
(3) The Shares issued to Tyco Acquisition for delivery to the Selling
Shareholders were validly issued and fully paid and are non-assessable
shares in the capital of the Company.
(4) The acquisition of the Shares by the Selling Shareholders pursuant to the
Merger Agreement does not breach or conflict with and does not constitute a
default or violation of any of the terms or provisions of the Company's
Constitutional Documents.
(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 Shares.
<PAGE>
Tyco International Ltd. -3- 9 November 2000
Reservations
------------
We have the following reservations:
(a) 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.
(b) In paragraph (1) above, the term "good standing" means only that the Company
has received a Certificate of Compliance from the Registrar of Companies in
Hamilton Bermuda which confirms that the Company has neither failed to make
any filing with any Bermuda governmental authority nor to pay any Bermuda
government fee or tax, which might make it liable to be struck off the
Registrar of Companies and thereby cease to exist under the laws of Bermuda.
(c) Any reference in this opinion to shares being "non-assessable" shall mean,
in relation to fully paid shares of the Company 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 the Company after the date on which
he became a shareholder, if and so far as the alteration requires him to
take, or subscribe for additional shares, or in any way increases his
liability to contribute to the share capital of, or otherwise to pay money
to, the Company.
(d) Searches of the Register of Companies at the office of the Registrar of
Companies and of the Supreme Court Causes Book at the Registry of the
Supreme Court are not conclusive and it should be noted that the Register of
Companies and the Supreme Court Causes Book do not reveal:
(i) details of matters which have been lodged for filing or registration
which as a matter of general practice of the Registrar of Companies
would have or should have been disclosed on the public file but have
not actually been registered or to the extent that they have been
registered have not been disclosed or do not appear in the public
records at the date and time the search is concluded; or
(ii) details of matters which should have been lodged for registration but
have not been lodged for registration at the date the search is
concluded.
(e) In order to issue this opinion we have carried out the Company Search as
referred to in the Schedule to this opinion and have not enquired as to
whether there has been any change since the date of such search.
<PAGE>
Tyco International Ltd. -4- 9 November 2000
(f) In order to issue this opinion we have carried out the Litigation Search as
referred to in the Schedule to this opinion and have not enquired as to
whether there has been any change since the date of such search.
(g) We have relied upon statements and representations made to us in the
Officer's Certificate referred to in the Schedule provided to us by an
authorised officer of the Company for the purposes of this opinion. We have
made no independent verification of the matters referred to in the
certificate, and we qualify this opinion to the extent that the statements
or representations made in the certificate are not accurate in any respect.
(h) Where an obligation is to be performed in a jurisdiction other than Bermuda,
the courts of Bermuda may refuse to enforce it to the extent that such
performance would be illegal under the laws of, or contrary to public policy
of, such other jurisdiction.
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
consent to the inclusion of this opinion as Exhibit 5 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 speaks as of its date and is strictly limited to the matters stated
herein and we assume no obligation to review or update this opinion if
applicable law or the existing facts or circumstances should change.
This opinion is governed by and is to be construed in accordance with Bermuda
law. It is given on the basis that it will not give rise to any legal
proceedings with respect thereto in any jurisdiction other than Bermuda.
Yours faithfully
/s/ Appleby Spurling & Kempe
-----------------------------
<PAGE>
Tyco International Ltd. -5- 9 November 2000
SCHEDULE
--------
1. A copy of the Merger Agreement.
2. A copy of the Registration Statement
3. Certified copies of the Certificate of Incorporation, Memorandum of
Association and Bye-Laws of the Company (collectively referred to as the
"Constitutional Documents").
4. 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 Common Shares of the Company.
5. An officer's certificate dated 9 November 2000 issued by Byron S. Kalogerou,
Vice President and Assistant Secretary of the Company in respect of
resolutions adopted by the board of directors of the Company on 21 October
1998 and 3 October 2000, and certain factual matters relating to the Company
and the Registration Statement.
6. The entries and filings shown in respect of the Company on the file of the
Company maintained in the Register of Companies at office of the Registrar
of Companies in Hamilton, Bermuda, as revealed by a search on 8 November
2000 (the "Company Search").
7. 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 8 November 2000 in respect of the Company (the "Litigation
Search").
8. A certificate of compliance dated 20 October 2000 issued by the Ministry of
Finance of Bermuda in respect of the Company.
