EXHIBIT 8.2
 
                [LETTERHEAD FOR BROBECK, PHLEGER APPEARS HERE]
 
                                April 15, 1997
 
Compression Labs, Incorporated
350 East Plumeria Drive
San Jose, CA 95134
 
Ladies and Gentlemen:
 
  We have acted as counsel for Compression Labs, Inc., a Delaware corporation
("CLI"), in connection with the preparation, execution and delivery of the
Agreement and Plan of Merger and Reorganization, dated as of January 6, 1997
(the "Merger Agreement"), among CLI, VTEL Corporation, a Delaware corporation
("VTEL"), and VTEL-Sub, Inc., a Delaware corporation ("Merger Sub"), and
documents related or incidental thereto and transactions to be effected
thereunder. You have requested our opinion concerning certain United States
federal income tax consequences of the merger of Merger Sub with and into CLI
(the "Merger") pursuant to the Merger Agreement. Unless otherwise defined,
capitalized terms used herein have the meanings assigned to them in the Merger
Agreement.
 
  In delivering this opinion, we have reviewed and relied upon facts and
descriptions set forth in the Registration Statement, the Merger Agreement and
related documents pertaining to the Merger. We also have relied upon
certificates of officers of CLI and VTEL (the "Officers' Certificates"). We
have assumed that the Officers' Certificates, respectively, have been executed
and delivered by appropriate officers of CLI and VTEL and are true and
correct. We also have assumed that the certification made in the Officers'
Certificates, respectively, will continue to be true and correct as of the
Effective Time unless we receive written notification from CLI or VTEL prior
to the Effective Time. In addition, we have assumed that all statements to be
made in the Officers' Certificates "to the best of the knowledge" of any
person or party to the Merger will be correct as if made without such
qualification.

 
                                       2
 
  Based on the foregoing and the Code, the Income Tax Regulations issued by
the United States Treasury Department thereunder, rulings of the Internal
Revenue Service and court decisions, all as in effect on the date hereof, we
are of the opinion that if the Merger is completed in accordance with the
terms and conditions of the Merger Agreement and if the statements set forth
in the Officers' Certificates are true and correct on the date hereof, on the
effective date of the Registration Statement and at the time of the Merger,
for federal income tax purposes:
 
1. The Merger will constitute a "reorganization" within the meaning of section
   368(a) of the Code.
 
2. CLI, VTEL and Merger Sub will constitute parties to such reorganization.
 
3. The discussion entitled "Certain Federal Income Tax Consequences" in the
   Joint Proxy Statement/Prospectus of the Registration Statement, insofar as
   it relates to statements of law or legal conclusions, is correct in
   material respects.
 
  We hereby consent to the use of our name under the heading "Certain Federal
Income Tax Consequences" in the Joint Proxy Statement/Prospectus and to the
filing of this opinion as Exhibit 8.2 to the Registration Statement.
 
  In accordance with customary practice relating to opinion letters, our
opinions speak only as of the date hereof, and, subject to the assumptions and
conditions set forth above, at the time of the Merger, and we disclaim any
duty to update such opinions. We express no opinion as to any matter or
transaction other than as explicitly set forth above.
 
  This opinion has been delivered to you solely for the purpose of being
included as an exhibit to the Registration Statement. It may not be relied
upon for any other purpose or by any other person or entity, other than the
shareholders of CLI, and may not be made available to any other person or
entity without our prior written consent.
 
                                          Very truly yours,
 
                                          /s/ Brobeck, Phleger & Harrison LLP