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EXHIBIT 5.1
[Maples and Calder Letterhead]
29th November, 2000
Garmin Ltd.
P.O. Box 309
George Town
Grand Cayman
Cayman Islands
Dear Sirs:
At your request, we have examined the Registration Statement on Form S-1
initially submitted by Garmin Ltd., a Cayman Islands company (the "Company"),
with the Securities and Exchange Commission on 11th September, 2000, (the
"Registration Statement"), relating to the registration under the Securities Act
of 1933, as amended, of (i) up to 7,875,000 of the Company's Common Shares,
US$0.01 par value per share (the "Firm Shares"), being offered by the Company,
plus up to 184,210 shares that may be issued upon exercise of the underwriters'
over-allotment option (the "Additional Shares", together with the Firm Shares,
the "Shares") and (ii) up to 2,625,000 shares of the Company's Common Shares
(the "Firm Outstanding Shares") being offered by certain selling shareholders
specified therein (the "Selling Shareholders") plus up to 1,390,780 shares that
may be purchased upon exercise of the underwriters over-allotment option to
purchase additional shares from the Selling Shareholders (the "Additional
Outstanding Shares" together with the Firm Outstanding Shares, the "Outstanding
Shares").
As counsel to the Company, we have examined the corporate authorisations
taken by the Company in connection with the sale of the Shares by the Company
and have assumed that the Outstanding Shares have been paid for in accordance
with the resolutions authorising their issue.
It is our opinion that:
(i) the Shares to be offered and sold by the Company have been duly
and validly authorized, and when issued, sold and paid for in the
manner described in the Registration Statement and in accordance
with the resolutions adopted by the Board of Directors of the
Company and when appropriate entries have been made in the
Register of Members of the Company, will be legally issued, fully
paid and nonassessable;
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(ii) the Outstanding Shares to be offered and sold by the Selling
Shareholders have been legally and validly issued, and are fully
paid and nonassessable; and
(iii) the information in the Registration Statement under "Tax
Considerations - Cayman Islands Tax Considerations" to the extent
it constitutes matters of law, summaries of legal matters or
legal conclusions, has been reviewed by us and is correct in all
material respects, and our opinion set forth under "Cayman
Islands Tax Considerations" is confirmed.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to all references to us in the Registration
Statement, the prospectus constituting a part thereof and any amendments
thereto.
Yours faithfully,
/s/ Maples and Calder
Maples and Calder
