EXHIBIT 8.3

                                                                   [  ] MAY 2002

TYCO INTERNATIONAL LTD.
THE ZURICH CENTRE, SECOND FLOOR
90 PITTS BAY ROAD
PEMBROKE HM 08
BERMUDA

TYCO INTERNATIONAL LTD. (THE "COMPANY")--REGISTRATION STATEMENT ON FORM S-4
REGISTRATION NO 333-76430

    We have acted as attorneys in Bermuda for the Company in connection with the
proposed merger (the "Merger") of McGrath RentCorp ("McGrath") with Tyco
Acquisition Corp. 33 ("Tyco Acquisition"), a direct wholly owned subsidiary of
the Company, pursuant to the Agreement and Plan of Merger by and between Tyco
Acquisition and McGrath dated as of December 20, 2001 (the "Merger Agreement").

    In connection therewith, we have reviewed the discussion on the Bermuda tax
consequences of the Merger set forth under the caption "Bermuda Tax
Consequences" (the "Discussion") in the draft Proxy Statement/Prospectus (the
"Proxy Statement/Prospectus") which is to form part of the Registration
Statement on Form S-4 Registration No. 333-76430 (the "Registration Statement")
to be filed by the Company with the United States Securities and Exchange
Commission.

    In rendering our opinion, we have examined a draft of the Proxy
Statement/Prospectus emailed to us on [        ] 2002, the Merger Agreement and
originals or copies, certified or otherwise identified to our satisfaction, of
such corporate records of the Company maintained at its registered office in
Bermuda as we have deemed necessary or appropriate in connection with this
opinion. Terms not otherwise defined herein have the meanings assigned to them
in the Proxy Statement/Prospectus.

    In stating our opinion we have assumed, the authenticity, accuracy and
completeness of all documents submitted to us as originals, the conformity to
authentic original documents of all documents submitted to us as certified,
conformed, notarised or photostatic copies, the genuineness of all signatures on
such documents, that the factual statements in the Proxy Statement/Prospectus
and in the Merger Agreement are accurate and that when filed the Proxy
Statement/Prospectus will not differ in any material respect from the draft
which we have examined.

    It is our opinion that the Bermuda tax consequences of the delivery of the
Common Shares and/or cash to the McGrath shareholders in exchange for McGrath
common stock pursuant to the Offer and the Merger are as set forth in the
Discussion. Our opinion is limited to such matters as of its date, is to be
governed by and construed in accordance with the laws of Bermuda and we express
no opinion as to the laws of any other territory or jurisdiction.

    We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption
"Bermuda Tax Consequences" in the Proxy Statement/ Prospectus.

YOURS FAITHFULLY