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EXHIBIT 5.1
[O'Melveny & Myers LLP letterhead]
LOS ANGELES 1999 AVENUE OF THE STARS, SEVENTH FLOOR WASHINGTON, D.C.
IRVINE SPECTRUM LOS ANGELES, CALIFORNIA 90067-6035 HONG KONG
NEWPORT BEACH LONDON
NEW YORK TELEPHONE (310) 553-6700 SHANGHAI
SAN FRANCISCO FACSIMILE (310) 246-6779 TOKYO
TYSONS CORNER INTERNET: www.omm.com
OUR FILE NUMBER
681,331-046
October 18, 2000
WRITER'S DIRECT DIAL
WRITER'S E-MAIL ADDRESS
Power-One, Inc.
740 Calle Plano
Camarillo, California 93012
RE: REGISTRATION STATEMENT ON FORM S-3 FILED OCTOBER 18, 2000
Ladies and Gentlemen:
We have acted as special counsel to Power-One, Inc., a Delaware
corporation (the "Company"), in connection with the preparation of the
Registration Statement on Form S-3 (the "Registration Statement") filed with the
Securities and Exchange Commission (the "Commission") on October 18, 2000 under
the Securities Act of 1933, as amended (the "Securities Act"). The Registration
Statement relates to the issuance and sale from time to time, pursuant to Rule
415 of the General Rules and Regulations of the Commission promulgated under the
Securities Act, of the following securities of the Company with an aggregate
initial public offering price of up to $850,000,000 or the equivalent thereof in
one or more foreign currencies or composite currencies: (i) senior, senior
subordinated or subordinated debt securities, in one or more series (the "Debt
Securities"), which may be issued under indentures (the "Indentures") proposed
to be entered into among the Company and trustees (the "Trustees") that will be
appointed before the issuance of Debt Securities; (ii) shares of the Company's
preferred stock, par value $.001 per share (the "Preferred Stock"), in one or
more series; and (iii) shares of the Company's common stock, par value $.001 per
share (the "Common Stock"). The Debt Securities, the Preferred Stock and the
Common Stock are collectively referred to herein as the "Offered Securities."
This opinion is being furnished in accordance with the requirements of
Item 601(b)(5) of Regulation S-K promulgated under the Securities Act.
In our capacity as such counsel, we have examined originals or copies
of those corporate and other records and documents we considered appropriate,
including the following:
(i) the Registration Statement;
(ii) a specimen certificate representing the Common Stock;
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October 18, 2000 - Page 2
(iii) the Restated Certificate of Incorporation of the Company, as
presently in effect;
(iv) the Amended By-laws of the Company, as presently in effect;
and
(v) resolutions of the Board of Directors of the Company adopted
at a meeting duly held on October 17, 2000 (the "Board Resolutions") relating to
the issuance and sale of the Offered Securities and related matters.
We have obtained and relied upon those certificates of public officials
as we considered appropriate.
We have assumed the genuineness of all signatures, the authenticity of
all documents submitted to us as originals, the conformity to original documents
of all documents submitted to us as copies. To the extent that the Company's
obligations will depend on the enforceability of a document against other
parties to such document, we will assume such document is enforceable against
such other parties.
We do not express any opinion as to the laws of any jurisdiction other
than those of the General Corporation Law of the State of Delaware.
On the basis of such examination, our reliance upon the assumptions in
this opinion and our consideration of those questions of law we considered
relevant, and subject to the limitations and qualifications in this opinion, we
are of the opinion that:
1. With respect to any series of Debt Securities (the "Offered Debt
Securities"), when (i) the authorized officers of the Company have taken all
necessary corporate action to fix and determine the terms of the Offered Debt
Securities in accordance with the Board Resolutions; (ii) the terms of the
Offered Debt Securities and of their issuance and sale have been duly
established in conformity with the applicable Indenture; (iii) the applicable
Indenture has been duly executed and delivered; (iv) either (a) the Offered
Debt Securities have been duly executed and authenticated in accordance with
the terms of the applicable Indenture and duly delivered to the purchasers
thereof or (b) the book entry of the Offered Debt Securities by the Trustee
in the name of Depository Trust Company or its nominee and (v) the Company
receives the agreed-upon consideration therefor, the issuance and sale of the
Offered Debt Securities (including any Offered Debt Securities duly issued
upon exchange or conversion of any shares of Preferred Stock that are
exchangeable or convertible into Debt Securities) will have been duly
authorized by all necessary corporate action on the part of the Company, and
the Offered Debt Securities will constitute valid and binding obligations of
the Company enforceable against the Company in accordance with their terms,
except as may be limited by (1) bankruptcy, insolvency, reorganization,
moratorium or similar laws relating to creditors' rights generally
(including, without limitation, fraudulent conveyance laws), (2) general
principles of equity including, without limitation, concepts of materiality,
reasonableness, good faith and fair dealing and the possible unavailability
of specific performance or injunctive relief, regardless of whether
considered in a proceeding at law or in equity, (3) requirements that a claim
with respect to any Offered Debt Securities denominated other than in United
States dollars (or a judgment denominated other than in United States dollars
in respect of such claim) be converted into United States dollars at a rate
of exchange prevailing on a date determined pursuant to applicable
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October 18, 2000 - Page 3
law and (4) governmental authority to limit, delay or prohibit the making of
payments outside the United States or in foreign currency or composite
currency.
2. With respect to the shares of any series of Preferred Stock (the
"Offered Preferred Stock"), when (i) the Board of Directors has taken all
necessary corporate action to fix and determine the terms of the Offered
Preferred Stock in accordance with the Board Resolutions, including the adoption
of a Certificate of Designation for such Preferred Stock in the form required by
applicable law; (ii) such Certificate of Designation has been duly filed with
the Secretary of State of the State of Delaware; (iii) either (a) certificates
representing the shares of the Offered Preferred Stock have been manually signed
by an authorized officer of the transfer agent and registrar for the Preferred
Stock and registered by such transfer agent and registrar, and delivered to the
purchasers thereof or (b) the book entry of the Offered Preferred Stock by the
transfer agent for the Company's Preferred Stock in the name of Depository Trust
Company or its nominee; and (iv) the Company receives consideration per share of
the Offered Preferred Stock in such amount (not less than the par value per
share) as may be determined by the Board of Directors in the form of cash,
services rendered, personal property, real property, leases of real property, or
a combination thereof, the issuance and sale of the shares of Offered Preferred
Stock will have been duly authorized by all necessary corporate action on the
part of the Company, and such shares will be validly issued, fully paid and
nonassessable.
3. With respect to the shares of Common Stock (the "Offered Common
Stock"), when (i) the Board of Directors has taken all necessary corporate
action to authorize the issuance and sale of the Offered Common Stock in
accordance with the Board Resolutions; (ii) either (a) certificates representing
the shares of the Offered Common Stock in the form of the specimen certificates
examined by us have been manually signed by an authorized officer of the
transfer agent and registrar for the Common Stock and registered by such
transfer agent and registrar and delivered to the purchasers thereof or (b) the
book entry of the Offered Common Stock by the transfer agent for the Company's
Common Stock in the name of Depository Trust Company or its nominee; and (iii)
the Company receives consideration per share of the Offered Common Stock in such
an amount (not less than the par value per share) as may be determined by the
Board of Directors in the form of cash, services rendered, personal property,
real property, leases of real property, or a combination thereof, the issuance
and sale of the shares of Offered Common Stock (including any Offered Common
Stock duly issued upon exchange or conversion of any Debt Securities or shares
of Preferred Stock that are exchangeable or convertible into Common Stock) will
have been duly authorized by all necessary corporate action on the part of the
Company, and such shares will be validly issued, fully paid and nonassessable.
Notwithstanding the foregoing, the opinions expressed above with
respect to the Offered Debt Securities shall be deemed not to address the
application of the Commodity Exchange Act, as amended, or the rules, regulations
or interpretations of the Commodity Futures Trading Commission to Offered Debt
Securities the payment or interest on which will be determined by reference to
one or more currency exchange rates, commodity prices, equity indices or other
factors.
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October 18, 2000 - Page 4
We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement. We also consent to the reference to
our firm under the caption "Legal Matters" in the Registration Statement.
Respectfully submitted,
/s/ O'MELVENY & MYERS LLP
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O'Melveny & Myers LLP
