[GOODWIN PROCTER LETTERHEAD]

                                                                     Exhibit 8.2

May 6, 2002



Clare, Inc.
78 Cherry Hill Drive
Beverly, MA  01915

Ladies and Gentlemen:

This opinion is being delivered to you in connection with the Form S-4
Registration Statement (the "Registration Statement") filed pursuant to the
Agreement and Plan of Merger and Reorganization dated as of April 22, 2002 (the
"Merger Agreement"), by and among IXYS Corporation, a Delaware corporation
("Parent"), Teacup Acquisition Corp., a Massachusetts corporation and a
wholly-owned subsidiary of Parent ("Merger Sub"), and Clare, Inc., a
Massachusetts corporation (the "Company"). Pursuant to the Merger Agreement,
Merger Sub shall merge with and into the Company.

Except as otherwise indicated, capitalized terms used but not defined herein
shall have the meanings set forth in the Merger Agreement. All section
references, unless otherwise indicated, are to the Internal Revenue Code of
1986, as amended (the "Code").

We have acted as counsel to the Company in connection with the Merger. As such,
and for the purpose of rendering this opinion, we have examined, and are relying
upon (without any independent investigation or review thereof) the truth and
accuracy, at all relevant times, of the statements, covenants, representations
and warranties contained in the following documents (including all exhibits and
schedules attached thereto):

         (a)      the Merger Agreement;

         (b)      the Registration Statement;

         (c) those certain tax representation letters of even date herewith
delivered to us by Parent, Merger Sub and the Company (the "Tax Representation
Letters"); and

         (d) such other instruments and documents related to the formation,
organization and operation of Parent, Merger Sub and the Company and to the
consummation of the Merger and the other transactions contemplated by the Merger
Agreement as we have deemed necessary or appropriate.

Clare, Inc.
May 6, 2002
Page 2

In connection with rendering this opinion, we have assumed (without any
independent investigation or review thereof) that:

         (a) original documents submitted to us (including signatures thereto)
are authentic, documents submitted to us as copies conform to the original
documents, and 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;

         (b) all representations, warranties and statements made or agreed to by
Parent, Merger Sub and the Company, their managements, employees, officers,
directors and stockholders in connection with the Merger, including, but not
limited to, those set forth in the Merger Agreement (including the exhibits
thereto) and the Tax Representation Letters are true and accurate at all
relevant times;

         (c) all covenants contained in the Merger Agreement (including exhibits
thereto) and the Tax Representation Letters are performed without waiver or
breach of any material provision thereof;

         (d) the Merger will be consummated in accordance with the Merger
Agreement without any waiver, breach or amendment of any material provision
thereof, and the Merger will be effective under applicable state law;

         (e) any representation or statement made "to the knowledge of" or
similarly qualified is correct without such qualification; and

         (f) the opinion dated May 6, 2002 rendered by Cooley Godward LLP, to
Parent and filed as Exhibit 8.1 to the Registration Statement has been delivered
and has not been withdrawn.

Based on our examination of the foregoing items and subject to the assumptions,
exceptions, limitations and qualifications set forth herein, we are of the
opinion that for federal income tax purposes, the Merger will constitute a
reorganization within the meaning of Section 368(a) of the Code.

In addition to your request for our opinion on this specific matter of federal
income tax law, you have asked us to review the discussion of federal income tax
issues contained in the Registration Statement. We have reviewed the discussion
entitled "The Merger - Material United States Federal Income Tax Consequences of
the Merger" contained in the Registration Statement and believe that, insofar as
it relates to statements of law and legal conclusions, it is correct in all
material respects.

This opinion does not address the various state, local or foreign tax
consequences that may result from the Merger or the other transactions
contemplated by the Merger Agreement and does not

Clare, Inc.
May 6, 2002
Page 3

address the federal tax consequences of any transaction other than the Merger as
described in the Merger Agreement. In addition, no opinion is expressed as to
any federal income tax consequence of the Merger or the other transactions
contemplated by the Merger Agreement except as specifically set forth herein,
and this opinion may not be relied upon except with respect to the consequences
specifically discussed herein.

No opinion is expressed as to any transaction whatsoever, including the Merger,
if 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.

This opinion only represents our best judgment as to the federal income tax
consequences of the Merger and is not binding on the Internal Revenue Service or
any court of law, tribunal, administrative agency or other governmental body.
The conclusions are based on the Code, existing judicial decisions,
administrative regulations and published rulings. No assurance can be given that
future legislative, judicial or administrative changes or interpretations would
not adversely affect the accuracy of the conclusions stated herein.
Nevertheless, by rendering this opinion, we undertake no responsibility to
advise you of any new developments in the application or interpretation of the
federal income tax laws.

This opinion is being delivered solely in connection with the filing of the
Registration Statement. It is intended solely for the benefit of Parent, the
Company and the Company's shareholders and may not be relied upon or utilized
for any other purpose or by any other person and may not be made available to
any other person without our prior written consent.

We consent to the reference to our firm under the caption "The Merger - Material
United States Federal Income Tax Consequences of the Merger" in the Proxy
Statement included in the Registration Statement and to the reproduction and
filing of this opinion as an exhibit to the Registration Statement.

Sincerely,

/s/ Goodwin Procter LLP

GOODWIN PROCTER LLP