EXHIBIT 5.01
OPINION OF GENERAL COUNSEL OF THE REGISTRANT
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Exhibit 5.01
[Opinion of General Counsel of the Registrant]
June 21, 2000
Ingram Micro Inc.
1600 E. St. Andrew Place
Santa Ana, CA 92705
Ladies and Gentlemen:
I am the General Counsel of Ingram Micro Inc., a Delaware corporation
(the "Company"), and am delivering this opinion in connection with the
Company's Registration Statement on Form S-8 (the "Registration Statement")
filed with the Securities and Exchange Commission pursuant to the Securities
Act of 1933, as amended, for the registration of 20,000,000 shares (the
"Shares") of the Company's Class A Common Stock, par value $0.01 per share,
issuable pursuant to the Company's 2000 Equity Incentive Plan (the "Plan").
I have examined originals or copies of such documents, corporate
records and other instruments as I have deemed necessary for the purposes of
rendering this opinion.
On the basis of the foregoing, I am of the opinion that the Shares
have been duly authorized and, when and to the extent issued pursuant to the
Plan upon receipt by the Company of the option exercise prices therefor, will
be validly issued, fully paid and non-assessable.
I am licensed to practice law in the States of California, Tennessee
and Texas, and the foregoing opinion is limited to the laws of such states, the
federal laws of the United States of America and the General Corporation Law of
the State of Delaware.
I consent to the filing of this opinion as Exhibit 5.01 to the Registration
Statement.
Very truly yours,
/s/ James E. Anderson, Jr.
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James E. Anderson, Jr.
Senior Vice President, Secretary
and General Counsel
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