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EXHIBIT 8.2
August 28, 2000
Re: ADVANCED SEMICONDUCTOR ENGINEERING, INC.
Advanced Semiconductor Engineering, Inc.
26 Chin Third Road
Nantze Export Processing Zone
Nantze, Kaohsiung, Taiwan
Republic of China
Dear Sirs:
We have acted as special United States counsel for Advanced
Semiconductor Engineering, Inc., a corporation incorporated under the laws of
the Republic of China (the "COMPANY"), in connection with the preparation and
filing with the Securities and Exchange Commission (the "COMMISSION") under the
Securities Act of 1933, as amended, of the Company's registration statement on
Form F-1 (the "REGISTRATION STATEMENT") relating to the public offering of
American depositary shares ("ADSs"), each ADS representing five of the Company's
common shares, par value NT$10 per share (the "COMMON SHARES"). The ADSs will be
issued in accordance with the provisions of a deposit agreement to be entered
into by and among the Company, Citibank, N.A., as the depositary, and the
holders and beneficial owners from time to time of ADSs.
On the basis of the foregoing, we are of the opinion that the
"TAXATION -- UNITED STATES FEDERAL INCOME TAXATION" section of the prospectus
included in the Registration Statement, insofar as it relates to United States
Federal income tax matters currently applicable to the U.S. holders of the ADSs
discussed therein, accurately reflects the material tax consequences of the
acquisition, ownership and disposition of the ADSs.
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Advanced Semiconductor Engineering, Inc. 2 August 28, 2000
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the use of our name under the captions
"TAXATION -- UNITED STATES FEDERAL INCOME TAXATION" and "LEGAL MATTERS" in the
Registration Statement. In giving such consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended.
Very truly yours,
/s/ DAVIS POLK & WARDWELL
