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<TYPE>EX-8.2
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[KPMG Letterhead]


PRIVATE AND CONFIDENTIAL                                   Our ref COS/EM/318683
Mr S. Leech
ICON plc
South County Business Park
Leopardstown
Dublin 18.


9 May 2003


Dear Sean

ICON plc
TAX CONSEQUENCES OF THE OWNERSHIP AND DISPOSITION OF ADS's AND ORDINARY SHARES
BY US HOLDERS

We attach for your attention an extract from the prospectus of ICON plc dated
May 9, 2003 which is our opinion in relation to Irish taxation matters ("our
opinion"). The terms used in this letter shall have the same meanings assigned
to them in the said prospectus.

Our opinion accurately summarises the material Irish taxation consequences to US
holders of the acquisition, ownership and disposition of ordinary shares and
ADS's.

The opinion is qualified in its entirety by the fact that is intended to provide
only a general description of the Irish tax consequences to ICON plc and its
United States investors and as such it may not address all such potential
consequences based upon specific circumstances which may be relevant to
particular non-resident holders.

This opinion is given as of the date hereof and is based on current Irish
legislation, judicial interpretations thereof and known practices of the Irish
Revenue Commissioners, all of which are subject to change.

Yours faithfully

KPMG

/s/ KPMG



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                          IRISH TAXATION CONSIDERATIONS

      Set forth below is the opinion of KPMG, Tax Advisors to the Company,
regarding the material aspects of Irish tax law and practice regarding the
ownership and disposition of ordinary shares and ADSs. This opinion deals with
only ordinary shares and ADSs held as capital assets and does not address
special classes of shareholders such as dealers in securities. This opinion also
does not address any potential application of Section 811 Taxes Consolidation
Act of 1997, a general anti-avoidance section, enabling Irish Revenue
Commissions to recharacterize transactions undertaken for tax avoidance motives.
This opinion is not exhaustive and all shareholders are advised to contact their
own tax advisers with respect to the taxation consequences of their ownership or
disposition of ordinary shares or ADSs. This opinion is based on the tax laws of
the Republic of Ireland, the Double Taxation Convention between the Republic of
Ireland and the United States of America and current practice of the Irish
Revenue Commissioners, changes to any of which after the date hereof could apply
on a retroactive basis and affect the tax consequences described herein.

      Subject to the foregoing, it is the opinion of KPMG that:

DIVIDENDS

      Unless exempted, all dividends paid by ICON, other than dividends paid
entirely out of exempt patent income, subject to conditions, will be subject to
Irish withholding tax at the standard rate of income tax in force at the time
the dividend is paid, currently 20%. An individual shareholder who is neither a
tax resident nor ordinarily resident in Ireland, but is resident in a country
with which Ireland has a double tax treaty, which includes the United States, or
in a member state of the European Union, other than Ireland (together a
"Relevant Territory"), will be exempt from withholding tax provided he or she
makes the requisite declaration. No dividend withholding tax will apply on the
payment of a dividend from an Irish resident company to its Irish resident 51%
parent company. Where the Irish company receiving the dividend does not hold at
least 51% of the shares in the paying company, the dividend will be exempt if
the Irish corporate shareholder makes the requisite declaration.

      Non-Irish resident corporate shareholders that:

      o  are ultimately controlled by residents of a Relevant Territory;

      o  are resident in a Relevant Territory and are not controlled by Irish
         residents;

      o  have the principal class of their shares, or shares of a 75% parent,
         substantially and regularly traded on one or more recognized stock
         exchanges in a Relevant Territory or Territories; or


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      o  are wholly owned by two or more companies, each of whose principal
         class of shares is substantially and regularly traded on one or more
         recognized stock exchanges in a Relevant Territory or Territories;

      will be exempt from withholding tax on the production of the appropriate
certificates and declarations.

      U.S. Holders (as defined in the opinion included elsewhere in "U.S.
Taxation Considerations" provided by Cahill Gordon & Reindel LLP) of ordinary
shares (as opposed to ADSs; see below) should note, however, that these
documentation requirements may be burdensome. As described below, these
documentation requirements do not apply in the case of ADSs.

      Special arrangements are available in the case of shares held in Irish
companies through American depositary banks using ADSs. The depositary bank will
be allowed to receive and pass on a dividend from the Irish company without any
deduction for withholding tax in the following circumstances:

      o  the depositary has been authorized by the Irish Revenue Commissioners
         as a qualifying intermediary and such authorization has not expired or
         been revoked; and either

      o  the depositary bank's ADS register shows that the beneficial owner has
         a U.S. address on the register; or

      o  if there is a further intermediary between the depositary bank and the
         beneficial owner, where the depositary bank receives confirmation from
         the intermediary that the beneficial owner's address in the
         intermediary's records is in the U.S.

INCOME TAX

      Under certain circumstances, non-Irish resident shareholders will be
subject to Irish income tax on dividend income. This liability is limited to tax
at the standard rate and therefore, where withholding tax has been deducted,
this will satisfy the tax liability.

      However, a U.S. Holder will not have an Irish income tax liability on
dividends from the company if the U.S. Holder is neither resident nor ordinarily
resident in the Republic of Ireland and the U.S. Holder is:

      o  an individual resident in the U.S. (or several other countries);

      o  a corporation that is ultimately controlled by persons resident in the
         U.S. (or several other countries);

      o  A corporation whose principal class of shares (or its 75% or greater
         parent's principal class of shares) is substantially and regularly
         traded on a recognized stock exchange in an EU country or a country
         with which Ireland has concluded a double taxation treaty;

      o  a corporation resident in another EU member state or in a country with
         which Ireland has concluded a double taxation treaty, which is not
         controlled directly or indirectly by Irish residents; or

      o  a corporation that is wholly owned by two or more corporations each of
         whose principal class of shares is substantially and regularly traded
         on a recognized stock exchange in an EU country or a country with which
         Ireland has concluded a double taxation treaty.

      U.S. Holders that do not fulfill the documentation requirements or
otherwise do not qualify for the withholding tax exemption may be able to claim
treaty benefits under the treaty. U.S. Holders that are


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entitled to benefits under the treaty will be able to claim a partial refund of
the 20% withholding tax from the Irish Revenue Commissioners.

GAIN ON DISPOSITION

      A person who is not resident or ordinarily resident in Ireland, has not
been an Irish resident within the past five years and who does not carry on a
trade in Ireland through a branch or agency will not be subject to Irish capital
gains tax on the disposal of ordinary shares or ADSs, so long as the ordinary
shares or ADSs, as the case may be, are either quoted on a stock exchange or do
not derive the greater part of their value from Irish land or mineral rights.
The Minister of Finance announced in his budget speech on December 4, 2002, that
the Finance Act, 2003, when enacted, will, with retrospective effect to December
4, 2002, subject a person who disposes of an interest in a company while
temporarily non-resident in the Republic of Ireland, to Irish capital gains tax.
This treatment will apply to individuals who:

      o  cease to be Irish resident after December 4, 2002;

      o  own the shares when they cease to be resident;

      o  resume their Irish residence within five years;

      o  dispose of an interest in a company during this temporary
         non-residence; and

      o  the interest disposed of represents 5% or greater of the share capital
         of the company or is worth at least 4500,000.

      In these circumstances the person will be deemed, for Irish capital gains
tax purposes, to have sold and immediately reacquired the interest in the
company on the date of his or her departure and will be subject to tax at 20% of
the taxable gain.

STAMP DUTY-ORDINARY SHARES

      Irish stamp duty, which is a tax on certain documents, including CREST
operator instructions, is payable on all transfers of the ordinary shares (other
than between spouses) whenever a document of transfer is executed. Where the
transfer is attributable to a sale, stamp duty will be charged at a rate of 1%,
rounded to the nearest Euro. The stamp duty is calculated on the amount or value
of the consideration (i.e. purchase price) or, if the transfer is by way of a
gift (subject to certain exceptions) or for consideration less than the market
value, on the market value of the shares. Where the consideration for the sale
is expressed in a currency other than Euro, the duty will be charged on the Euro
equivalent calculated at the rate of exchange prevailing on the date of the
transfer.

      Transfers of ordinary shares between associated companies (broadly,
compares with a 90% group relationship, and subject to the satisfaction of
certain conditions) are exempt from stamp duty in the Republic of Ireland. In
the case of transfers of ordinary shares where no beneficial interest passes
(e.g. a transfer of shares from a beneficial owner to his nominee), no stamp
duty arises where the transfer contains the appropriate certificate and, in the
absence of such certificate, a flat rate of 412.50 (the nominal rate) will
apply.

STAMP DUTY-ADSS

      A transfer by a shareholder to the depositary or custodian of ordinary
shares for deposit under the deposit agreement in return for ADSs and a transfer
of ordinary shares from the depositary or the custodian upon surrender of ADSs
for the purposes of the withdrawal of the underlying ordinary shares in
accordance with the terms of the deposit agreement will be stampable at the ad
valorem rate if the transfer relates to a sale or contemplated sale or any other
change in the beneficial ownership of such ordinary shares. However, it is not
certain whether the mere withdrawal of ordinary shares in exchange for ADSs or
ADSs for


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ordinary shares would be deemed to be a transfer of or change in beneficial
ownership which would be subject to stamp duty at the ad valorem rate. Where the
transfer merely relates to a transfer where no change in the beneficial
ownership in the underlying ordinary shares is effected or contemplated, no
stamp duty arises where the transfer contains the appropriate certificate and,
in the absence of such certificate, the nominal rate stamp duty of 412.50
applies.

      Transfers of ADSs are exempt from Irish stamp duty as long as the ADSs are
dealt in on the Nasdaq National Market or any recognized stock exchange in the
United States or Canada.

      The person accountable for payment of stamp duty is the transferee or, in
the case of a transfer by way of gift, or for a consideration less than market
value, all parties to the transfer. A late or inadequate payment of stamp duty
will result in a liability to pay interest, penalties and fines.

CAPITAL ACQUISITIONS TAX

      A gift or inheritance of ordinary shares or ADSs will be within the charge
to Irish capital acquisitions tax, notwithstanding that the person from whom or
by whom the gift or inheritance is received is domiciled or resident outside
Ireland. Capital acquisitions tax is charged at a rate of 20% on the value of
the transfer above a tax-free threshold. This tax-free threshold is determined
by the relationship between the donor and the successor or donee. It is also
affected by the amount of the current benefit and previous benefits taken since
December 5, 1991 from persons within the same capital acquisitions tax
relationship category insofar as the benefits were within the charge to Irish
capital acquisitions tax. Gifts and inheritances between spouses are not subject
to capital acquisitions tax.

      The Estate Tax Convention between Ireland and the United States generally
provides for Irish capital acquisitions tax paid on inheritances in Ireland to
be credited against U.S. federal estate tax payable in the United States and for
tax paid in the United States to be credited against tax payable in Ireland,
based on priority rules set forth in the Estate Tax Convention. The Estate Tax
Convention does not apply to Irish capital acquisitions tax paid on gifts.




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