[LETERHEAD OF OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP]



                                 July 13, 2001


                                                                     EXHIBIT 8.2


FalconStor, Inc.
125 Baylis Road
Melville, New York  11797


Ladies and Gentlemen:

     We have acted as counsel to FalconStor, Inc., a Delaware corporation (the
"Company"), in connection with the transactions described in the Agreement and
Plan of Merger and Reorganization dated as of May 4, 2001 (the "Agreement"),
among the Company, Network Peripherals Inc. ("NPI") and Empire Acquisition
Corp., a Delaware corporation and a wholly owned subsidiary of NPI ("Merger
Sub").  Capitalized terms not otherwise defined herein shall have the same
meanings as set forth in the Agreement.

     NPI is filing with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Securities Act"), a registration
statement on Form S-4 (the "Registration Statement") with respect to the common
stock of NPI to be issued to the Company stockholders in the Merger in exchange
for their common stock of the Company (the "Company common stock").

     If the Merger is consummated on the terms and subject to the conditions set
forth in the Agreement, then (i) Merger Sub will merge with and into the
Company, with the Company being the surviving corporation, and (ii) the holders
of shares of the Company common stock will be entitled to receive for each share
of the Company common stock held by them, other than cash in lieu of a
fractional share or shares as to which appraisal rights have been perfected
under applicable law, the number of shares of NPI common stock as determined
pursuant to the Exchange Ratio.


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     This opinion is being rendered pursuant to the requirements of Item 21(a)
of Form S-4 under the Securities Act.  In connection with this opinion, we have
examined, and are familiar with:  (i) the Agreement (including all exhibits and
schedules attached thereto), (ii) the Registration Statement and the Joint Proxy
Statement/Prospectus which is contained in and made part of the Registration
Statement (the "Joint Proxy Statement/Prospectus"), and (iii) such other
presently existing documents, records and matters of law as we have deemed
appropriate in order to enable us to render this opinion.

     In rendering this opinion, we have assumed the following (without any
independent investigation or review thereof):

     1.  The legal capacity of all natural persons, the authenticity of original
documents submitted to us, the conformity to original documents of all documents
submitted to us as copies and the authenticity of the originals of such copies,
the genuineness of all signatures and the due execution and delivery of all
documents;

     2.  The truth and accuracy at all relevant times of the representations,
warranties and statements of fact made or to be made by NPI, Merger Sub, the
Company and their respective management, employees, officers, directors and
stockholders in connection with the Merger, including, but not limited to, those
set forth in the Agreement;

     3.  The due execution and delivery on or before the Effective Time of the
tax certificates to be received from both NPI and the Company;

     4.  The Merger will be consummated in accordance with the Agreement without
any waiver or breach of any material provision thereof, and the Merger will be
effective under applicable state law;

     5.  The Merger will be reported by NPI, Merger Sub and the Company on their
respective federal income tax returns in a manner consistent with treatment of
the Merger as a "reorganization" within the meaning of Section 368(a) of the
Internal Revenue Code of 1986, as amended; and

     6.  An opinion of Gray Cary Ware & Friedenrich LLP, counsel to NPI,
substantially identical in substance to this opinion has been delivered and not
withdrawn.

     Based upon and subject to (i) the Merger being consummated in the manner
described in the Agreement, (ii) the accuracy of the Registration Statement and
Joint Proxy Statement/Prospectus and the facts concerning the Merger that have
come to our attention during our engagement, and (iii) certain representations
made or to be made by NPI, Merger Sub and the Company pursuant to the Agreement
or in connection with the issuance of our opinion, we are of the opinion that
the discussion in the Joint Proxy Statement/Prospectus included as part of the
Registration Statement under the caption "The Merger -- Material Federal Income
Tax Consequences of the Merger" (the "Tax Section"), sets forth the material
federal income tax considerations generally applicable to the Merger based upon
current law and the facts and assumptions stated or referred to therein.  We
express no opinion as to whether such description


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addresses all of the United States federal income tax consequences of the Merger
that may be applicable to NPI, Merger Sub, the Company, or to any particular NPI
or Company stockholder. In addition, we express no opinion as to United States
federal, state, or local, or foreign or other tax consequences, other than as
set forth in the Tax Section. Because this opinion is being delivered prior to
the Effective Time of the Merger, it must be considered prospective and
dependent upon future events. There can be no assurance that changes in the law
will not take place which could affect the United States federal income tax
consequences of the Merger or that contrary positions may not be taken by the
Internal Revenue Service.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.  We also consent to the references to our firm name in
the Tax Section.  By giving this consent, we do not admit that we come within
the category of persons whose consent is required under Section 7 of the
Securities Act or the rules and regulations of the Securities and Exchange
Commission promulgated thereunder (the "Rules"), nor do we hereby admit that we
are experts with respect to any part of the Registration Statement within the
Securities Act or the Rules.

     No opinion is expressed as to any federal income tax consequence of the
Merger or the other transactions contemplated by the Agreement except as
specifically set forth herein.  This opinion may not be relied upon except with
respect to the consequences specifically discussed herein.  By rendering this
opinion, we undertake no responsibility to update this opinion after the date
hereof for any reason, including but not limited to, any new or changed facts or
law which come to our attention after the date hereof.  This opinion is being
delivered to you solely in connection with the filing of the Registration
Statement and is intended solely for the benefit of the Company and its
stockholders. This opinion may not be relied upon or utilized for any other
purpose or by any other person or entity without our prior written consent.


                              Very truly yours,

                              /s/ OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP

                              OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP