Allen & Gledhill
36 Robinson Road
#18-01 City House
Singapore 068877
To : ASE Test Limited
10, West Fifth Street,
Nantze Export Processing Zone,
Kaoshiung, Taiwan,
Republic of China. 28th September, 2000
Dear Sirs,
ASE Test Limited Registration Statement on Form S-8
1. We have acted as counsel in the Republic of Singapore for ASE Test Limited
(the "Company") in connection with its Registration Statement on Form S-8
(the "Registration Statement") to be filed with the Securities and
Exchange Commission ("SEC") in the United States on 28th September, 2000
to register under the Securities Act of 1933, as amended, up to 12,000,000
ordinary shares (the "Shares"), par value US$0.25 per Share, of the
Company issuable pursuant to the Company's 2000 Share Option Plan (the
"Share Option Plan").
2. In connection therewith, we have examined the following:-
(a) a copy of the Share Option Plan;
(b) a draft copy of the Registration Statement, to be filed with the
Securities and Exchange Commission in Washington D.C., the United
States of America;
(c) copies of the Memorandum and Articles of Association of the Company
(incorporating all amendments as at 14th October, 1999), the
Certificate of Incorporation of the Company and the Certificate of
Incorporation on Conversion to a public company of the Company; and
(d) copies of the written resolutions of the Board of Directors of the
Company (the "Board Resolutions") dated 28th June, 2000 and the
resolutions of the shareholders of the Company (the "Shareholders'
Resolutions") dated 28th June, 2000 authorising, inter alia, the
issue of the Shares pursuant to the Share Option Plan.
3. We have assumed:-
(a) that copies of the Memorandum and Articles of Association, the
Certificate of Incorporation of the Company and the Certificate of
Incorporation on Conversion to a public company of the Company
submitted to us for examination are true, complete and up-to-date
copies and that there have been no amendments to the Memorandum and
Articles of Association of the Company since 14th October, 1999;
(b) the conformity to the original documents of all documents produced to
us as copies and the authenticity of the original documents, which or
copies of which have been submitted to us;
(c) the genuineness of all signatures, seals and chops (if any) on all
documents we have examined;
(d) that copies of the Board Resolutions and the Shareholders'
Resolutions submitted to us for examination are true, complete and up
to date copies;
(e) that the Board Resolutions and the Shareholders' Resolutions have not
been rescinded or modified and they remain in full force and effect
and that no other resolution or other action has been taken which may
affect the validity of the Board Resolutions or the Shareholders'
Resolutions; and
(f) that no Shares will be issued at a price less than the par value
thereof;
(g) that the information disclosed by the search made on 28th September,
2000 at the Registry of Companies in the Republic of Singapore
against the Company is true and complete and that such information
has not since then been materially altered and that such search did
not fail to disclose any material information which has been
delivered for filing but did not appear on the public file at the
time of the search; and
(h) that the information disclosed by the search made on 28th September,
2000 of the Cause Book kept at the Supreme Court of the Republic of
Singapore against the Company is true and complete and that such
information has not since then been materially altered and that such
search did not fail to disclose any material information which has
been delivered for filing but was not disclosed at the time of the
search.
4. A search made on 28th September, 2000 at the Registry of Companies in the
Republic of Singapore and at the Supreme Court of the Republic of
Singapore revealed no order or resolution for the winding-up of the
Company and no notice of appointment of a receiver or judicial manager for
the Company. It should be noted that such a search is not capable of
revealing whether or not a winding-up petition has been presented. Notice
of a winding-up order made or resolution passed or a receiver or judicial
manager appointed may not be filed at the Registry of Companies
immediately.
5. Based upon and subject to the foregoing, we are of the opinion that:-
(a) The Company has been duly incorporated and is validly existing under
the laws of the Republic of Singapore.
(b) The Shares deliverable pursuant to the Share Option Plan have been
duly authorised and, when and to the extent issued pursuant to the
Share Option Plan and exercised in accordance with the terms of the
Share Option Plan and upon receipt of the approval of the Board of
Directors of the Company or a committee thereof for the allotment and
issue of the Shares and, upon the issue of share certificates
representing Shares in accordance with the Articles of Association of
the Company against payment for the Shares, the Shares will be
validly issued, fully paid and non-assessable. For the purposes of
this opinion we have assumed that the term "non-assessable" in
relation to the Shares to be issued means under Singapore law that
holders of such Shares, having fully paid up all amounts due on such
Shares as to nominal amount and premium thereon, are under no further
personal liability to contribute to the assets or liabilities of the
Company in their capacities purely as holders of such Shares.
We consent to the filing of this opinion as an exhibit to the Registration
Statement. In giving such consent, we do not thereby admit that we come within
the category of persons whose consent is required under Section 7 of the United
States Securities Act 1933, as amended or the rules or regulations of the SEC
thereunder.
Yours faithfully,
/s/ Allen & Gledhill
