EXHIBIT 5.1
KRAMER LEVIN NAFTALIS & FRANKEL LLP
919 THIRD AVENUE
NEW YORK, N.Y. 10022 - 3852
TEL (212) 715-9100 47, Avenue Hoche
FAX (212) 715-8000 75008 Paris
France
December 22, 2000
Vishay Intertechnology, Inc.
63 Lincoln Highway
Malvern, PA 19355
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We are counsel to Vishay Intertechnology, Inc., a Delaware corporation
(the "Company"). We have acted as counsel to the Company in connection with the
preparation and filing of a Registration Statement on Form S-3 (the
"Registration Statement") with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, for the purpose of registering (i) unsecured
debt securities ("Debt Securities") consisting of debentures, notes and/or other
evidences of unsecured indebtedness in one or more series to be issued from time
to time pursuant to the terms of an Indenture, the form of which is incorporated
by reference to Exhibit 4.1 to the Registration Statement No. 333-34178 of the
Company on Form S-3 filed on April 6, 2000 (the "Indenture"), and (ii) shares of
common stock, par value $0.10 per share ("Common Stock") (the Debt Securities
and Common Stock are hereafter collectively referred to as "Securities"), or any
combination of the foregoing, at an aggregate initial offering price not to
exceed $1,000,000,000.
We have made such inquiries and reviewed such documents and records as we
have deemed necessary to enable us to express an opinion on the matters covered
hereby, and we have also examined and relied upon representations, statements or
certificates of public officials and officers and representatives of the
Company.
Based on the foregoing, and subject to the terms of the Securities being
otherwise in compliance with then applicable law and to any required action of
the Board of Directors of the Company being taken, it is our opinion that:
(i) when the Indenture is executed by the Company and the trustee
thereof and when the Debt Securities are issued in accordance with the
terms and conditions of the Indenture and as contemplated in the
Registration Statement and any amendments and
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KRAMER LEVIN NAFTALIS & FRANKEL LLP
Vishay Intertechnology, Inc.
December 22, 2000
Page 2
prospectus supplements thereto, the Debt Securities will be legally issued
and constitute binding obligations of the Company; and
(ii) when issued or sold as contemplated in the Registration
Statement and any amendments and prospectus supplements thereto, the
Common Stock will be legally issued, fully paid and non-assessable.
We express no opinion with respect to the laws of any jurisdiction other
than the federal laws of the United States, the corporation laws of the State of
Delaware and the laws of the State of New York.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our name under the caption "Legal
Matters" in the prospectus which forms a part thereof.
Very truly yours,
/s/ Kramer Levin Naftalis & Frankel LLP
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Kramer Levin Naftalis & Frankel LLP
