<DOCUMENT>
<TYPE>EX-8.2
<SEQUENCE>4
<FILENAME>y44775ex8-2.txt
<DESCRIPTION>OPINION OF GUNDERSON DETTMER STOUGH
<TEXT>

<PAGE>   1

                                                                     Exhibit 8.2

 [LETTERHEAD OF GUNDERSON DETTMER STOUGH VILLENEUVE FRANKLIN & HACHIGIAN, LLP]

                                                               February 22, 2001

Heartport, Inc.
700 Bay Road
Redwood City, CA 94063

Ladies and Gentlemen:

     We have acted as counsel to Heartport, Inc., a Delaware corporation (the
"Company"), in connection with the preparation and execution of the Amended and
Restated Agreement and Plan of Merger dated as of January 26, 2001 (the "Merger
Agreement"), by and among Johnson & Johnson, a New Jersey corporation
("Parent"), HP Merger Sub, Inc., a Delaware corporation and wholly-owned
subsidiary of Parent ("Merger Sub"), and the Company. The Merger and certain
proposed transactions incident thereto are described in the Registration
Statement on Form S-4 (the "Registration Statement"), which includes the
Prospectus/Proxy Statement of Parent and the Company ("Proxy Statement"), which
is being filed with the U.S. Securities and Exchange Commission under the
Securities Act of 1933 on February 22, 2001. Except as otherwise provided,
capitalized terms referred to herein have the meanings set forth in the Merger
Agreement. All section references, unless otherwise indicated, are to the
Internal Revenue Code of 1986, as amended (the "Code").

     You have requested our opinion regarding certain federal income tax
consequences of the Merger. In connection with rendering this opinion, we have
assumed and relied upon (without any independent investigation):

          1. The truth and accuracy of the statements, covenants,
     representations and warranties contained in the Merger Agreement, in the
     representations received by us from Company, Parent and Merger Sub dated as
     of February 21, 2001 (the "Tax Representation Letters") and in the
     Registration Statement;

          2. Consummation of the Merger in accordance with the Merger Agreement,
     without any waiver, breach or amendment of any material provisions of the
     Merger Agreement, the effectiveness of the Merger under applicable state
     law, and the performance of all covenants contained in the Merger Agreement
     and the Tax Representation Letters without waiver or breach of any material
     provisions thereof;

          3. The accuracy of any representation or statement made "to the
     knowledge of" or similarly qualified without such qualification, and as to
     all matters in which a person or entity is making a representation, that
     such person or entity is not a party to, does not have, or is not aware of,
     any plan, intention, understanding or agreement inconsistent with such
     representation, and there is no such plan, intention, understanding, or
     agreement inconsistent with such representation;

          4. The authenticity of original documents (including signatures),
     conformity to the originals of documents submitted to us as copies, and due
     execution and delivery of all documents where due execution and delivery
     are prerequisites to effectiveness thereof; and

          5. The absence of any occurrence since the date of the Tax
     Representation Letters, which change could have caused any of the
     declarations and representations contained in those letters to be untrue,
     incorrect or incomplete in any respect at any time since that date.

     Based upon the foregoing, we are of the opinion that the discussion
contained in the Registration Statement under the caption "The
Merger -- Material United States Federal Income Tax Consequences of the Merger,"
subject to the limitations, qualifications and assumptions described therein,
sets forth the material United States Federal income tax considerations
applicable to the Company's stockholders in the
<PAGE>   2
Heartport, Inc.
February 22, 2001
Page  2

Merger. Because this opinion is being delivered prior to the Effective Time of
the Merger, it must be considered prospective and dependent on future events.

     This opinion represents our best judgment regarding the application of
Federal income tax laws under the Code, existing judicial decisions,
administrative regulations and published rulings and procedures. Our opinion is
not binding upon the Internal Revenue Service or the courts, and there is no
assurance that the Internal Revenue Service will not successfully assert a
contrary position. Furthermore, no assurance can be given that future
legislative, judicial or administrative changes, on either a prospective or a
retroactive basis, would not adversely affect the accuracy of the conclusions
stated herein. We undertake no responsibility to advise you of any new
developments in the application or interpretation of the Federal income tax
laws. If any one of the statements, covenants, representations, warranties or
assumptions upon which we have relied to issue this opinion is incorrect, our
opinion might be adversely affected and may not be relied upon.

     This opinion addresses only the matters described above, and does not
address any other Federal, state, local or foreign tax consequences that may
result from the Merger or any other transaction undertaken in connection with
the Merger.

     This opinion is rendered only to you and is solely for your benefit in
connection with filing the Registration Statement with the Securities and
Exchange Commission. This opinion may not be relied upon for any other purpose
or by any other person or entity, and may not be furnished to, quoted to or by
or relied upon by any other person or entity, without our prior written consent.
We hereby consent to the use of this opinion as an exhibit to the Registration
Statement and to the use of our name under the caption "The Merger -- Material
United States Federal Income Tax Consequences" in the Proxy Statement. In giving
such consent, we do not thereby admit that we are in the category of persons
whose consent is required under Section 7 of the Securities Act of 1933, as
amended, nor do we thereby admit that we are experts with respect to any part of
such Registration Statement within the meaning of the term "experts" as used in
the Securities Act of 1933, as amended.

                                  Very truly yours,

                                  /s/ GUNDERSON DETTMER STOUGH VILLENEUVE
                                      FRANKLIN & HACHIGIAN, LLP
</TEXT>
</DOCUMENT>
