EXHIBIT 8.2

                       [LETTERHEAD OF STIKEMAN ELLIOTT]


                                                         July 16, 2001


Sun Microsystems, Inc.
901 San Antonio Road
Palo Alto, California 94303


Ladies and Gentlemen:

     We have acted as Canadian counsel to Sun Microsystems, Inc., a Delaware
corporation ("Sun"), in connection with the proposed issuance of Sun common
stock in exchange for exchangeable shares (the "Exchangeable Shares") issued by
one of Sun's Canadian subsidiaries, 514713 N.B. Inc.

     We have examined the Registration Statement on Form S-3 (the "Registration
Statement") and such other presently existing documents and records as we have
deemed necessary or appropriate. Unless otherwise indicated, any capitalized
terms used herein and not otherwise defined have the meaning ascribed to them in
the Registration Statement or the Management Information Circular.

     We have assumed that: (i) the exchange of Exchangeable Shares for Sun
common stock will occur in the manner contemplated by the Registration Statement
and in accordance with the provisions of the Articles of Incorporation of 514713
N.B. Inc. (as amended) and the Exchange and Support Agreement to be entered into
by and among Sun, 514713 N.B. Inc., 3055855 Nova Scotia Company and the holders
of Exchangeable Shares, and (ii) original documents submitted to us (including
signatures thereto) are authentic, documents submitted to us as copies conform
to the original documents, and that all such documents have been (or will be by
the Effective Time) duly and validly executed and delivered where due execution
and delivery are a prerequisite to the effectiveness thereof.

     We are admitted to practice law only in the Province of Quebec, Canada and
therefore express no opinion on the laws of any jurisdiction other than the laws
of Quebec and the federal laws of Canada applicable therein, in force as at the
date hereof.

     Based upon and subject to the foregoing, in our opinion, the discussion
contained in the Registration Statement under the captions "Canadian Federal
Income Tax Considerations for Residents of Canada" and "Canadian Federal Income
Tax Considerations for Non-Residents of Canada", subject to the limitations and
qualifications described therein, sets forth the principal


Canadian federal income tax considerations generally applicable to the ownership
of Sun common stock and of Exchangeable Shares, and the transfer of Exchangeable
Shares in exchange for Sun common stock.

     Because this opinion is being delivered prior to the Effective Time of the
transaction and prior to the transfer of Exchangeable Shares in exchange for Sun
common stock, it must be considered prospective and dependent on future events.
There can be no assurance that changes in the law will not take place which
could affect the Canadian federal income tax consequences of ownership of Sun
common stock or of Exchangeable Shares, or the transfer of Exchangeable Shares
in exchange for Sun common stock or that contrary positions may not be taken by
the Canada Customs Revenue Agency. No opinion is expressed as to any Canadian
federal income tax consequences of ownership of Sun common stock or of
Exchangeable Shares, or the transfer of Exchangeable Shares in exchange for Sun
common stock except as specifically set forth herein, and this opinion may not
be relied upon except with respect to the consequences specifically discussed
herein. To the extent that any of the representations, warranties, statements
and assumptions material to our opinion and upon which we have relied are not
accurate and complete in all material respects at all relevant times, our
opinion would be adversely affected and should not be relied upon.

     This opinion is furnished to you solely for use in connection with the
Registration Statement. We hereby consent to the filing of this opinion with the
United States Securities and Exchange Commission as an exhibit to the
Registration Statement. We also consent to the reference to our firm name
wherever appearing in the Registration Statement with respect to the discussion
of the principal Canadian federal income tax consequences of the ownership of
Sun common stock or of Exchangeable Shares, or the transfer of Exchangeable
Shares in exchange for Sun common stock or Exchangeable Shares.

     This opinion is to be construed in accordance with and governed by the laws
of the Province of Quebec.


                                     Very truly yours,

                                     /s/ Stikeman Elliott

                                     (s) STIKEMAN ELLIOTT