Exhibit 5.2

                   [Letterhead of Wilmer, Cutler & Pickering]

                               December 8, 2000

Tyco International Ltd.
The Zurich Centre, Second Floor
90 Pitts Bay Road
Pembroke HM08
Bermuda

Ladies and Gentlemen:

   We have acted as United States securities counsel for Tyco International
Ltd., a Bermuda company (the "Company"), in connection with its filing with the
Securities and Exchange Commission (the "Commission") of a Registration
Statement on Form S-3 (the "Registration Statement"), with respect to the
registration under the Securities Act of 1933, as amended, of $4,657,500,000
aggregate principal amount at maturity of Liquid Yield Option (TM) Notes due
2020 (Zero Coupon--Senior) (each, a "Note") issued by the Company on November
17, 2000 and the Company's common shares, US$0.20 par value per share (the
"Shares"), issuable upon conversion, and/or purchase by the Company, of the
Notes pursuant to that certain Indenture dated as of November 17, 2000 (the
"Indenture"), by and between the Company and State Street Bank and Trust
Company, as trustee (including any successor thereto, the "Trustee"). The
Company issued the Notes pursuant to that certain Purchase Agreement, dated as
of November 14, 2000, by and between the Company and Merrill Lynch & Co.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated (the "Purchase Agreement").
The Notes and the Shares are to be offered and sold by certain securityholders
of the Company.

   We have examined originals, photocopies or conformed copies of all such
records of the Company and its subsidiaries, all such agreements and
certificates of public officials, and such other documents, including the
Purchase Agreement, the Indenture and the Registration Statement, as we have
deemed relevant and necessary as a basis for the opinion hereinafter expressed.
We have assumed, in reliance upon a separate opinion of Appleby Spurling &
Kempe, Bermuda counsel to the Company, that the Company has been validly
organized and is existing and in good standing under the laws of Bermuda, with
all requisite corporate power and authority to enter into and perform its
obligations under the Purchase Agreement, the Notes and the Indenture, that the
execution, delivery and performance by the Company of the Purchase Agreement,
the Notes and the Indenture have been duly authorized by all necessary
corporate action on the part of the Company, and that the Shares, upon issuance
pursuant to the Indenture and in the circumstances referred to or summarized in
the Registration Statement, will be duly authorized, validly issued, fully paid
and non-assessable.

   Based upon and subject to the foregoing, we are of the opinion that the
Notes have been duly authorized and are valid and binding obligations of the
Company, enforceable against the Company in accordance with their terms, except
to the extent enforcement thereof might be limited by (i) bankruptcy,
insolvency, reorganization, moratorium, fraudulent conveyance or other similar
laws affecting creditors' rights generally, and (ii) general principles of
equity, regardless of whether enforceability is considered in a proceeding at
law or equity.

   We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the statements made with respect to us under the
caption "Legal Matters" in the prospectus included as part of the Registration
Statement.

   In rendering the foregoing opinion, we do not express an opinion concerning
any laws other than the laws of the State of New York and the federal laws of
the United States of America.

                                          Sincerely,

                                          Wilmer, Cutler & Pickering

                                                /s/ Meredith B. Cross
                                          By: _________________________________
                                                   Meredith B. Cross,
                                                        a Partner