EXHIBIT 8

                                 December 21, 2001

Apogent Technologies Inc.
48 Congress Street
Portsmouth, New Hampshire   03801

     RE:  APOGENT TECHNOLOGIES INC.
          2.25% SENIOR CONVERTIBLE DEBT SECURITIES ("CODES")
          DUE 2001

Ladies and Gentlemen:

     We have acted as counsel to Apogent Technologies Inc., a Wisconsin
corporation (the "Company"), in connection with the preparation of a
Registration Statement on Form S-3 (the "Registration Statement") and its filing
by the Company with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended (the "Securities Act"), relating to
the registration of resales of the 2.25% Senior Convertible Debt Securities
("CODES") due 2001 issued by the Company and of the Company's common stock into
which the CODES may be converted.

     In connection with this opinion, we have examined and relied on originals
or copies, certified or otherwise identified to our satisfaction, of (i) the
Registration Statement, (ii) the Preliminary Prospectus included therein, (iii)
the Indenture, dated October 10, 2001, relating to the CODES, and (iv) such
other documents, certificates, and records as we have deemed necessary or
appropriate as a basis for the opinion set forth herein.  We have also relied
upon statements and representations made to us by representatives of the
Company.  For purposes of this opinion, we have assumed the validity and
accuracy of the documents, certificates, records, statements, and
representations referred to above.

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

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December 21, 2001
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examination of documents executed, or to be executed, by the parties indicated
therein, we have assumed that each party has, or will have, the power, corporate
or other, to enter into and perform all obligations thereunder and we have also
assumed the due authorization by all requisite action, corporate or other, and
execution and delivery by each party indicated in the documents and that such
documents constitute, or will constitute, valid and binding obligations of each
party.

     We hereby confirm that, although the discussion set forth in the
Preliminary Prospectus under the heading "CERTAIN UNITED STATES FEDERAL INCOME
TAX CONSIDERATIONS" does not purport to discuss all possible United States
federal income tax consequences of the purchase, ownership and disposition of
the CODES, in our opinion such discussion constitutes, in all material respects,
a fair and accurate summary of the United States federal income tax consequences
of the purchase, ownership and disposition of the CODES, based upon current
United States federal income tax law.  There can be no assurance, however, that
any of the opinions expressed herein will be accepted by the Internal Revenue
Service or, if challenged, by a court of law.

     This opinion is delivered in accordance with the requirements of Item
601(b)(8) of Regulation S-K under the Securities Act.  In rendering our opinion,
we have considered the applicable provisions of the Internal Revenue Code of
1986, as amended, Treasury Department regulations promulgated thereunder,
pertinent judicial authorities, interpretive rulings of the Internal Revenue
Service and such other authorities as we have considered relevant.  It should be
noted that statutes, regulations, judicial decisions and administrative
interpretations are subject to change or differing interpretations, possibly
with retroactive effect.  A change in the authorities or the accuracy or
completeness of any of the information, documents, certificates, records,
statements, representations, covenants, or assumptions on which our opinion is
based could affect our conclusions.  This opinion is expressed as of the date
hereof, and we are under no obligation to supplement or revise our opinion to
reflect any changes (including changes that have retroactive effect) in
applicable law or any information, document, certificate, record, statement,
representation, covenant or assumption relied upon herein that becomes incorrect
or untrue.

     This opinion is delivered to you solely for use in connection with the
Registration Statement and is not to be used, circulated, quoted or otherwise
referred to for any other purpose, or relied upon by any other person, without
our express written permission.  In accordance with the requirements of Item
601(b)(23) of Regulation S-K under the Securities Act, we hereby consent to the
filing of this opinion as an exhibit to the Registration Statement and to the
reference to our firm in the Preliminary Prospectus and Prospectus.  In giving
such consent, we do not hereby admit that we are in the category of persons
whose consent is required under Section 7 of the Securities Act or the rules or
regulations of the Commission thereunder.


                                                 Very truly yours,

                                                 QUARLES & BRADY LLP

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