EXHIBIT 8.1

                   [LETTERHEAD OF PRICEWATERHOUSECOOPERS LLP]

Tyco Acquisition Corp. XIX (NV)
One Tyco Park
Exeter, NH 03833

April 13, 2001

Ladies and Gentlemen:

    We have acted as tax advisors to Tyco Acquisition Corp. XIX (NV), a Nevada
corporation ("Acquiror") 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 March 12, 2001 (the "Agreement") by and
among Guarantor, Acquiror, and The CIT Group, Inc., a Delaware corporation (the
"Company"), pursuant to which Company will merge with and into Acquiror (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"), (iii) the Stock Purchase Agreement, and (iv) 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, and Acquiror 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 transactions contemplated by the
Agreement and the Stock Purchase Agreement will be consummated in accordance
therewith 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),
(ii) the Merger will qualify as a statutory merger under the laws of the State
of Nevada and the State of Delaware; (iii) each of the Company, Guarantor, and
Acquiror 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
(iv) the Agreement, the Stock Purchase 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 Acquiror 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.

Tyco Acquisition Corp. XIX (NV)
April 13, 2001
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
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 the United States federal income tax purposes.

                                          Very truly yours,

                                          /s/ PriceWaterhouseCoopers LLP