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EXHIBIT 5.1
[ROPES & GRAY LETTERHEAD]
August 21, 2000
SMTC Corporation
635 Hood Road
Markham, Ontario
Canada L3R 4N6
Ladies and Gentlemen:
This opinion is furnished to you in connection with a registration
statement on Form S-8 (the "Registration Statement"), filed with the Securities
and Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended, for the registration of 2,213,499 shares of Common Stock, $.01 par
value (the "Shares"), of SMTC Corporation (the "Company"). The Shares are
issuable under the Amended and Restated SMTC (HTM) 1998 Equity Incentive Plan
and the SMTC Corporation/SMTC Manufacturing Corporation of Canada 2000 Equity
Incentive Plan (each a "Plan" and together the "Plans").
We have acted as special counsel for the Company and are familiar with the
action taken by the Company in connection with the Plans. For purposes of this
opinion we have examined the Plans and such other documents as we deemed
appropriate.
Based upon the foregoing, we are of the opinion that the Shares have been
duly authorized and, when issued and sold and consideration received therefor by
the Company in accordance with the terms of the respective Plan, the Shares will
be validly issued, fully paid and non-assessable.
We hereby consent to your filing this opinion as an exhibit to the
Registration Statement.
It is understood that this opinion is to be used only in connection with
the offer and sale of Shares while the Registration Statement is in effect.
Very truly yours,
/s/ Ropes & Gray
Ropes & Gray
