EXHIBIT 8.2


                    [WEIL, GOTSHAL & MANGES LLP LETTERHEAD]

                                August 27, 2004

Board of Directors
Inet Technologies, Inc.
1500 North Greenville Avenue
Richardson, Texas 75081

Ladies and Gentlemen:

            You have requested our opinion regarding certain federal income tax
consequences of the combination of Tektronix, Inc. ("Tektronix"), an Oregon
corporation, and Inet Technologies, Inc. ("Inet"), a Delaware corporation, by
means of the merger of Impala Merger Corp. ("Merger Corp."), a Delaware
corporation and a direct wholly owned subsidiary of Tektronix, with and into
Inet, followed immediately by the merger of Inet with and into Impala
Acquisition Co. LLC ("LLC"), a Delaware limited liability company directly and
wholly owned subsidiary of Tektronix (the "Combination").

            In formulating our opinion, we have examined such documents as we
deemed appropriate, including the Agreement and Plan of Merger dated as of June
29, 2004 by and among Tektronix, Inet, Merger Corp., and LLC (the "Merger
Agreement") and the Registration Statement on Form S-4, initially filed by
Tektronix with the Securities and Exchange Commission on July 16, 2004
(Registration No. 333-117454), as amended (with all amendments thereto, the
"Registration Statement"). In addition, we have obtained such additional
information as we deemed relevant and necessary through consultation with
various officers and representatives of Inet and Tektronix. Any capitalized
terms used but not defined herein have the meaning given to such terms in the
Registration Statement.

            Our opinion set forth below assumes (1) the accuracy of the
statements and facts concerning the Combination set forth in the Merger
Agreement and the


Board of Directors, Inet Technologies, Inc.
August 27, 2004
Page 2

Registration Statement, (2) the consummation of the Combination in the manner
contemplated by, and in accordance with the terms set forth in, the Merger
Agreement and the Registration Statement and (3) the accuracy of (i)
representations made by Tektronix on behalf of itself, Merger Corp. and LLC and
(ii) representations made by Inet.

            Based upon the facts and statements set forth above, our examination
and review of the documents referred to above and subject to the assumptions set
forth above and qualifications set forth below, we are of the opinion that the
discussion in the Registration Statement under the heading "The Merger -
Material U.S. Federal Income Tax Consequences," insofar as it constitutes
statements of law or legal conclusions and except to the extent qualified
therein, is correct in all material respects.

            Our opinion is based on current provisions of the Code, the Treasury
Regulations promulgated thereunder, published pronouncements of the IRS and case
law, all as in effect of the date hereof and any of which may be changed at any
time, possibly with retroactive effect. Any change in applicable laws or facts
and circumstances surrounding the Combination, or any inaccuracy in the
statements, facts, assumptions and representations on which we have relied, may
affect the continuing validity of the opinion set forth herein. We assume no
responsibility to inform you of any such change or inaccuracy that may occur or
come to our attention. No opinion is expressed on any matter other than those
specifically covered by the foregoing opinion.

            We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and the reference to our firm therein. This opinion is
rendered solely for your benefit in connection with the transactions described
above. Except as explicitly provided herein, this opinion may not be relied upon
by any other person without our prior written consent.

                                     Very truly yours,



                                     /s/ Weil, Gotshal & Manges LLP

                                     Weil, Gotshal & Manges LLP