Agilent Technologies Inc – ‘S-3’ on 3/21/02 – EX-8.1

On:  Thursday, 3/21/02   ·   Accession #:  1012870-2-1355   ·   File #:  333-84694

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Registration Statement for Securities Offered Pursuant to a Transaction   —   Form S-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-3         Registration Statement for Securities Offered         61    291K 
                          Pursuant to a Transaction                              
 2: EX-5.1      Opinion of Counsel                                     2±    11K 
 3: EX-8.1      Tax Opinion of Simpson Thacher & Bartlett              2±     9K 
 4: EX-12.1     Statement Re Computation of Ratios                     1      7K 
 5: EX-23.1     Consent of Pricewaterhousecoopers LLP                  1      6K 
 6: EX-25.1     Form T-1                                               5     20K 

EX-8.1   —   Tax Opinion of Simpson Thacher & Bartlett

EX-8.1
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                                                                     EXHIBIT 8.1

SIMPSON THACHER & BARTLETT

3330 HILLVIEW AVENUE
 PALO ALTO, CA 94304
(650) 251-5000
------------
 FACSIMILE: (650) 251-5002

                                                                  March 21, 2002

Agilent Technologies, Inc.                                                      
395 Page Mill Road                                                              
Palo Alto, CA 94306                                                             

Ladies and Gentlemen:                                                           

We have acted as counsel to Agilent Technologies, a Delaware  
corporation (the "Company"), in connection with the preparation and filing by   
the Company with the Securities and Exchange Commission of the Registration     
Statement on Form S-3 dated March 21, 2002 under the Securities Act of 1933, as 
amended, (the "Registration Statement") with respect to the registration of     
$1,150,000,000 aggregate principal amount of 3% Senior Convertible Debentures   
due 2021 (the "Convertible Debentures") issued under the Indenture, dated as of 
November 27, 2001, between the Company and Citibank, N.A., as trustee.          

      In delivering this opinion letter, we have reviewed and relied upon:
(i) the Registration Statement; (ii) the Indenture; and (iii) forms of the      
Convertible Debentures. We have also examined and relied upon originals, or     
duplicates or certified or conformed copies, of such records of the Company and 
such other documents, certificates and records as we have deemed necessary or   
appropriate as a basis for the opinion set forth herein.                        

         In such examination, we have assumed the genuineness of all signatures,
the legal capacity of natural persons, the authenticity of all documents        
submitted to us as originals, the conformity to original documents of all       
documents submitted to us as certified or photostatic copies, and the           
authenticity of the originals of such latter documents.                         

 Based upon the foregoing, and subject to the qualifications and
limitations stated herein, we are of the opinion that the statements set forth  
in the Registration Statement under the caption "Certain U.S. Federal Income Tax
Considerations," insofar as they purport to constitute summaries of matters of  
United States federal tax law and regulations or legal conclusions with respect 
thereto, constitute accurate summaries of the matters described therein in all  
material respects.                                                              

    We express no opinion with respect to the transactions referred to
herein or in the Registration Statement other than as expressly set forth       
herein. Moreover, we note that there is no authority directly on point dealing  
with securities such as Convertible Debentures and that our opinion is not      
binding on the Internal Revenue Service or courts, any of which could take a    
contrary position.                                                              

   We are members of the Bar of the State of New York, and we do not
express any opinion herein concerning any law other than the federal tax law of 
the United States.                                                              

        We hereby consent to the use of our name in the Registration Statement
under the captions "Certain U.S. Federal Income Tax Consequences" and "Legal    
Matters".                                                                       

Very truly yours, 

          /s/ Simpson Thacher & Bartlett

      SIMPSON THACHER & BARTLETT

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘S-3’ Filing		Date		Other Filings
Filed on:		3/21/02
		11/27/01		8-K
				List all Filings