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EXHIBIT 5.1
KIRKLAND & ELLIS
PARTNERSHIPS INCLUDING PROFESSIONAL CORPORATIONS
777 South Figueroa Street
Los Angeles, CA 90017
(213) 680-8400 Facsimile:
(213) 680-8500
August 7, 2000
ChipPAC, Inc.
3151 Coronado Drive
Santa Clara, California 95059
Re: ChipPAC, Inc.
Registration Statement on Form S-1
Registration No. 333-39428
Ladies and Gentlemen:
We are acting as special counsel to ChipPAC, Inc., a Delaware
corporation (the "Company"), in connection with the proposed registration by the
Company of 10,000,000 shares of its Class A common stock, par value $.01 per
share (the "Common Stock"), plus up to an additional 1,500,000 shares of Common
Stock (all such shares, together with any additional shares registered pursuant
to Rule 462(b) under the Securities Act of 1933, as amended (the "Act"), the
"Shares") of its Common Stock to cover over-allotments, if any, pursuant to a
Registration Statement on Form S-1 (Registration No. 333-39428), filed with the
Securities and Exchange Commission (the "Commission") under the Act (such
Registration Statement, as amended or supplemented, is hereinafter referred to
as the "Registration Statement"). The Shares are to be sold pursuant to an
underwriting agreement (the "Underwriting Agreement") between the Company and
Credit Suisse First Boston Corporation, Merril Lynch, Pierce, Fenner & Smith
Incorporated, Deutsche Bank Securities Inc., FleetBoston Robertson Stephens Inc.
and Thomas Weisel Partners LLC as representatives of the several Underwriters.
In connection with the proposed registration of the Common Stock, we
have examined such corporate proceedings, documents, records and matters of law
as we have deemed necessary to enable us to render this opinion.
For purposes of this opinion, we have assumed the authenticity of all
documents submitted to us as originals, the conformity to the originals of all
documents submitted to us as copies and the authenticity of the originals of all
documents submitted to us as copies. We have also assumed the legal capacity of
all natural persons, the genuineness of the signatures of persons signing all
the documents in connection with which this opinion is rendered, the authority
of such persons
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KIRKLAND & ELLIS
ChipPAC, Inc.
August 7, 2000
Page 2
signing on behalf of the parties thereto other than the Company and the due
authorization, execution and delivery of all documents by the parties thereto
other than the Company. As to any facts material to the opinions expressed
herein, we have relied upon the statements and representations of officers and
other representations of the Company and others.
Our opinion expressed below is subject to the qualifications that we
express no opinion as to the applicability of, compliance with, or effect of any
laws except the internal laws of the State of New York, the General Corporation
Law of the State of Delaware (the "DGCL") and the federal law of the United
States of America.
Based upon and subject to the foregoing qualifications, assumptions
and limitations and the further limitations set forth below, we hereby advise
you that, in our opinion, upon the effectiveness of the Amended and Restated
Certificate of Incorporation of the Company, the Shares will be duly authorized
for issuance, and, when (i) the Registration Statement becomes effective under
the Act, (ii) the Board of Directors of the Company has taken all necessary
action to approve the issuance and sale of the Shares, (iii) the Shares have
been duly executed and delivered on behalf of the Company and countersigned by
the Company's transfer agent/registrar and (iv) the Shares are issued in
accordance with the terms of the Underwriting Agreement upon receipt of the
consideration to be paid therefor, the Shares will be validly issued, fully paid
and nonassessable.
We hereby consent to the filing of this opinion with the Commission as
Exhibit 5.1 to the Registration Statement. We also consent to the reference to
our firm under the heading "Legal Matters" in the Registration Statement. In
giving this consent, we do not thereby admit that we are in the category of
persons whose consent is required under Section 7 of the Act or the rules and
regulations of the Commission. This opinion and consent may be incorporated by
reference in a subsequent registration statement on Form S-1 filed pursuant to
Rule 462(b) under the Act with respect to the registration of additional
securities for sale in the offering contemplated by the Registration Statement.
We do not find it necessary for the purposes of this opinion, and
accordingly we do not purport to cover herein, the application of the securities
or "Blue Sky" laws of the various states to the issuance and sale of the Shares.
This opinion is limited to the specific issues addressed herein, and
no opinion may be inferred or implied beyond that expressly stated herein. We
assume no obligation to revise or
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KIRKLAND & ELLIS
ChipPAC, Inc.
August 7, 2000
Page 3
supplement this opinion should the present laws of the State of New York, the
DGCL or the federal law of the United States be changed by legislative action,
judicial decision or otherwise.
This opinion is furnished to you pursuant to the applicable rules and
regulations promulgated under the Act in connection with the filing of the
Registration Statement.
Very truly yours,
/s/ Kirkland & Ellis
KIRKLAND & ELLIS
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