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                                                                     EXHIBIT 8.2

                                 March 26, 1998


The Cerplex Group, Inc.
1382 Bell Avenue
Tustin, CA 92780

Ladies and Gentlemen:

            This opinion is being delivered to you pursuant to the Agreement and
Plan of Merger (the "Agreement") among Aurora Electronics, Inc., a Delaware
corporation ("Aurora"), Holly Acquisition Corp., a Delaware corporation ("Sub"),
and The Cerplex Group, Inc., a Delaware corporation ("Cerplex"). Pursuant to the
Agreement, Sub will merge with and into Cerplex (the "Merger"), and Cerplex will
become a wholly owned subsidiary of Aurora.

            Except as otherwise provided, capitalized terms referred to herein
have the meanings set forth in the Agreement. All section references, unless
otherwise indicated, are to the Internal Revenue Code of 1986, as amended (the
"Code").

            We have acted as legal counsel to Cerplex in connection with the
Merger. As such, and for the purpose of rendering this opinion, we have examined
and are relying upon the truth and accuracy, at all relevant times, of the
statements, covenants, representations and warranties contained in the following
documents (including all schedules and exhibits thereto):

            1.    The Agreement;

            2.    Representations made to us in a letter by Aurora and Sub;

            3.    Representations made to us in a letter by Cerplex;

            5.    The Joint Proxy Statement/Prospectus prepared by Cerplex and
                  Aurora in connection with this Merger (the "Proxy Statement");




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            6. An opinion of Hughes & Luce, L.L.P. regarding certain federal
income tax consequences of the Merger (the "Hughes & Luce Tax Opinion"); and

            7. Such other instruments and documents related to the formation,
organization and operation of Aurora, Cerplex and Sub or to the consummation of
the Merger and the transactions contemplated thereby as we have deemed necessary
or appropriate.

            In connection with rendering this opinion, we have assumed or
obtained representations (and are relying thereon, without any independent
investigation or review thereof) that:

            A. Original documents (including signatures) are authentic,
documents submitted to us as copies conform to the original documents, and there
has been (or will be by the Effective Time) due execution and delivery of all
documents where due execution and delivery are prerequisites to the
effectiveness thereof;

            B. The Merger will be consummated in accordance with the Agreement
and will be effective under the laws of the State of Delaware;

            C. After the Merger, Cerplex will hold "substantially all" of its
and Sub's properties within the meaning of Section 368(a)(2)(E)(i) of the Code
and the regulations promulgated thereunder;

            D. To the extent any expenses relating to the Merger (or the "plan
of reorganization" within the meaning of Treasury Regulations Section 1.368-1(c)
with respect to the Merger) are funded directly or indirectly by a party other
than the incurring party, such expenses will be within the guidelines
established in Revenue Ruling 73-54, 1973-1 C.B. 187;

            E. No Cerplex stockholder guaranteed any Cerplex indebtedness
outstanding during the period immediately prior to the Merger, and at all
relevant times, including as of the Effective Time, (i) no outstanding
indebtedness of Cerplex, Aurora or Sub has or will represent equity for tax
purposes; and (ii) no outstanding equity of Cerplex, Aurora or Sub has or will
represent indebtedness for tax purposes; and

            F. The Hughes & Luce Tax Opinion has been delivered and has not been
and will not be withdrawn.

            G. All representations made to us are true and correct as of the
date of this letter and as of the Effective Time (and thereafter to the extent
related to periods after the Merger).



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            Based on our examination of the foregoing items and subject to the
assumptions, exceptions, limitations and qualifications set forth herein, we are
of the opinion that, for federal income tax purposes, the Merger will constitute
a "reorganization" within the meaning of Section 368(a) of the Code and that
accordingly:

            (1) No gain or loss will be recognized by the stockholders of
Cerplex who exchange their Cerplex stock solely for shares of Aurora Common
Stock pursuant to the Merger (except to the extent that cash is received in lieu
of a fractional share interest).

            (2) The aggregate basis of the shares of Aurora Common Stock
received by stockholders of Cerplex in the Merger will be the same as the
aggregate basis of the Cerplex stock surrendered in exchange therefor (reduced
by any amount allocable to a fractional share interest for which cash is
received);

            (3) The holding period of the shares of Aurora Common Stock received
by stockholders of Cerplex in the Merger will include the period during which
the shares of Cerplex stock surrendered in exchange therefor were held, provided
such shares were held as a capital asset at the Effective Time.

            (4) No gain or loss will be recognized by Cerplex, Aurora or Sub
solely as a result of the exchange of Cerplex stock for Aurora Common Stock in
the Merger.

            In addition to the assumptions set forth above, this opinion is
subject to the exceptions, limitations and qualifications set forth below.

            a. This opinion represents and is based upon our best judgment
regarding the application of federal income tax laws arising 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 retroactive basis, would not adversely affect the accuracy of the
conclusions stated herein. Nevertheless, we undertake no responsibility to
advise you of any new developments in the application or interpretation of the
federal income tax laws.

            b. This opinion addresses only the classification of the Merger as a
reorganization under Section 368(a) of the Code and the other tax consequences
specifically stated above. This opinion does not address any other federal,
state, local or foreign tax consequences that may result from the Merger or any
other transaction (including any



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transaction undertaken in connection with the Merger). In particular, we express
no opinion regarding (i) whether and the extent to which any Cerplex stockholder
who has provided or will provide services to Cerplex, Aurora or Sub will have
compensation income under any provision of the Code; (ii) the effects of such
compensation income, including but not limited to the effect upon the basis and
holding period of the Aurora Common Stock received by any such stockholder in
the Merger; (iii) the potential application of the "golden parachute" provisions
(Sections 280G, 3121(v)(2) and 4999) of the Code, the alternative minimum tax
provisions (Sections 55, 56 and 57) of the Code or Sections 305, 306, 357, 424,
and 708, or the regulations promulgated thereunder; (iv) other than that the
Merger will be a reorganization within the meaning of Code Section 368 and the
consequences that follow directly and solely from such characterization, the
corporate level tax consequences of the Merger to Aurora, Sub or Cerplex,
including without limitation the survival and/or availability, after the Merger,
of any of the federal income tax attributes or elections of Cerplex, after
application of any provision of the Code, as well as the regulations promulgated
thereunder and judicial interpretations thereof; (v) the basis of any equity
interest in Cerplex acquired by Aurora in the Merger; (vi) the tax consequences
of any transaction in which Cerplex stock or a right to acquire Cerplex stock
was received; (vii) the tax consequences of the Merger to holders of options or
warrants for Cerplex stock; or (viii) the tax consequences that may be relevant
to particular classes of Cerplex stockholders such as dealers in securities,
corporate stockholders subject to the alternative minimum tax, foreign persons,
and holders of shares acquired upon exercise of stock options or in other
compensatory transactions. In addition, we note that, notwithstanding the
qualification of the Merger as a reorganization, Cerplex will recognize
cancellation of indebtedness income pursuant to Section 108 of the Code by
virtue of Welsh, Carson, Anderson & Stowe VII, L.P.'s purchase of outstanding
Cerplex 9.50% Senior Subordinated Notes at a discount.

            c. No opinion is expressed as to any transaction other than the
Merger as described in the Agreement or as to any transaction whatsoever,
including the Merger, if all the transactions described in the Agreement are not
consummated in accordance with the terms of such Agreement and without waiver or
breach of any material provision thereof or if all of the representations,
warranties, statements and assumptions upon which we relied are not true and
accurate at all relevant times. In the event any one of the statements,
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.

            d. This opinion has been delivered to you for the purpose of
satisfying the conditions set forth in the Agreement and is intended solely for
your benefit; it may not be relied upon for any other purpose or by any other
person or entity, and may not be made




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available to 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 related to the Merger and further consent to the use of our name
wherever appearing in such Registration Statement, including the Proxy Statement
constituting a part thereof and any amendment thereto.

                                   Very truly yours,



                                   BROBECK, PHLEGER & HARRISON LLP