EXHIBIT 5.1
[LETTERHEAD OF MAPLES AND CALDER]
7th December, 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-8 being filed contemporaneously herewith by Garmin Ltd., a Cayman Islands
company (the "Company"), with the Securities and Exchange Commission (the
"Registration Statement"), relating to the registration under the Securities Act
of 1933, as amended, of (i)1,000,000 of the Company's Common Shares, US$0.01 par
value per share ("Common Shares"), to be issued under the Garmin Ltd. Employee
Stock Purchase Plan, (ii) 3,500,000 of the Company's Common Shares to be issued
under the Garmin Ltd. 2000 Equity Incentive Plan and (iii) 50,000 of the
Company's Common Shares under the Garmin Ltd. Non-Employee Directors' Option
Plan. The Garmin Ltd. Employee Stock Purchase Plan, the Garmin Ltd. 2000 Equity
Incentive Plan and the Garmin Ltd. Non-Employee Directors' Option Plan are
hereinafter referred to as the "Plans", and the Company's Common Shares to be
issued under the Plans are referred to as the "Shares".
As counsel to the Company, we have examined the corporate
authorisations taken by the Company in connection with the Plans and the issue
of the Shares by the Company and a certificate of an officer of the Company and
have assumed that the Shares will be issued in accordance with the Plans and
the resolutions authorising their issue.
It is our opinion that the Shares to be issued by the Company have been
duly and validly authorized, and when issued, sold and paid for in the manner
described in the
Plans 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.
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
