EXHIBIT 8.2

July 18, 1995

Puritan-Bennett Corporation
9401 Indian Creek Parkway
Building 40
P.O. Box 25905
Overland Park, KS 66225-5905

Ladies and Gentlemen:

    We  have  acted  as  counsel  to  Puritan-Bennett  Corporation,  a  Delaware
corporation ("P-B"), in connection with a proposed transaction (the "Merger") in
which  P-B  will  become  a  wholly-owned  subsidiary  of  Nellcor  Incorporated
("Nellcor")  pursuant to  an Agreement and  Plan of  Merger dated as  of May 21,
1995,  as  amended  by  Amendment  No.  1  dated  June  30,  1995  (the  "Merger
Agreement"),  under  which  Puma  Merger  Corporation  ("Sub"),  a  wholly-owned
subsidiary of Nellcor, will be merged into P-B. The proposed transaction and the
Merger Agreement are more fully described in the Registration Statement on  Form
S-4  (the "Registration Statement")  to be filed by  Nellcor with the Securities
and Exchange Commission  and the  joint proxy  statement/prospectus (the  "Proxy
Statement/Prospectus")  included  in  such  Registration  Statement. Capitalized
terms not otherwise  defined herein have  the meanings ascribed  to them in  the
Proxy Statement/Prospectus.

    Based  upon  our  review  of  the  Proxy  Statement/Prospectus,  the  Merger
Agreement and such other documents as we have deemed necessary and upon  certain
representations made to us by Nellcor and P-B, assuming the Merger and all other
events  occur as  contemplated in the  Proxy Statement/  Prospectus and assuming
such representations remain  true as of  the Effective Time,  it is our  opinion
that  under the  Internal Revenue  Code of  1986, as  amended (the  "Code"), the
legislative history  with respect  thereto,  rules and  regulations  promulgated
thereunder,  published  rulings  of  the  Internal  Revenue  Service  and  court
decisions, all as in effect  and existing on the date  hereof, and all of  which
are subject to change at any time, possibly on a retroactive basis:

        (i)  the Merger will  constitute a reorganization  within the meaning of
    Section 368(a) of the Code, and Nellcor, Sub

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    July 18, 1995
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    and P-B will each be  a party to that  reorganization within the meaning  of
    Section 368(b) of the Code;

        (ii) no gain or loss will be recognized by Nellcor or P-B as a result of
    the Merger;

        (iii) no gain or loss will be recognized by the stockholders of P-B upon
    the conversion of their P-B Common Stock into shares of Nellcor Common Stock
    pursuant to the Merger except with respect to cash, if any, received in lieu
    of fractional shares of Nellcor Common Stock;

        (iv)  a stockholder  of P-B  will recognize  gain or  loss equal  to the
    difference between the cash received in lieu of a fractional share  interest
    of  Nellcor Common Stock and such  stockholder's tax basis in the fractional
    share for which cash is received;

        (v) no gain or loss will  be recognized by the existing stockholders  of
    Nellcor as a result of the Merger;

        (vi)  the  aggregate tax  basis of  the shares  of Nellcor  Common Stock
    received in exchange for shares of  P-B Common Stock pursuant to the  Merger
    (including fractional shares for which cash is received) will be the same as
    the  aggregate tax basis for  such shares of P-B  Common Stock, decreased by
    the amount of any tax basis allocable to the fractional share interests  for
    which cash is received; and

        (vii)  the holding period for shares of Nellcor Common Stock received in
    exchange for shares of P-B Common Stock pursuant to the Merger will  include
    the  period that such  shares of P-B  Common Stock were  held by the holder,
    provided such shares of P-B Common Stock were held as capital assets by  the
    holder at the Effective Time.

    This  opinion is  limited to  the matters  stated herein  and no  opinion is
implied or may be inferred beyond the matters expressly stated herein.

    We hereby  consent to  the  filing of  this opinion  as  an Exhibit  to  the
Registration  Statement and to all references to  our firm included in or made a
part of the Registration  Statement. In giving this  consent, we do not  thereby
admit  that we are  in the category  of persons whose  consent is required under
Section 7 of

Puritan-Bennett Corporation
July 18, 1995
Page 3

the Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder.

                                          Very truly yours,