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Exhibit 8.2
_______ __, 2000
[Letterhead of McDermott, Will & Emery]
, 2000
Indus River Networks, Inc.
31 Nagog Park
Acton, MA 01720
Re: Cabletron Systems, Inc./Indus River Networks, Inc.
Ladies and Gentlemen:
We have acted as counsel to Indus River Networks, Inc., a
Delaware corporation ("Indus River"), in connection with the merger (the
"Merger") of Acton Acquisition Co., a newly-formed Delaware corporation ("Merger
Sub") and a direct wholly-owned subsidiary of Cabletron Systems, Inc., a
Delaware corporation ("Cabletron"), with and into Indus River, pursuant to an
Agreement and Plan of Merger dated as of August 18, 2000 (the "Merger
Agreement") by and among Cabletron, Merger Sub and Indus River. Capitalized
terms used but not defined herein shall have the meanings specified in the
Registration Statement on Form S-4 relating to the Merger, or the appendices
thereto (including the Merger Agreement).
We have, with your consent, made the assumptions and relied upon
the facts and representations set forth in the Registration Statement under the
heading "Certain Material United States Federal Income Tax Consequences of the
Merger," and representations contained in Officer's Certificates delivered by
Cabletron and Indus River to us in connection with this opinion. We have further
assumed that all parties to the Merger Agreement have acted, and will act, in
accordance with the terms of such Merger Agreement and that the Merger will be
consummated at the effective time pursuant to the terms and conditions set forth
in the Merger Agreement without the waiver or modification of any such terms and
conditions.
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Indus River Networks, Inc.
___________________, 2000
Page 2
Based upon and subject to the foregoing, and our consideration of
such other matters of fact and law as we have have deemed necessary or
appropriate, it is our opinion that the description of the U.S. federal income
tax consequences of the Merger set forth in the Registration Statement under the
heading "Certain Material United States Federal Income Tax Consequences of the
Merger," subject to the limitations and qualifications set forth therein,
represents a fair and accurate description of all of the material U.S. federal
income tax consequences of the Merger.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement and to the reference to this opinion in the
Registration Statement. In giving this consent, we do not hereby admit that we
are within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
