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EXHIBIT 8.2
September 6, 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 (the "Securities Act"), of the Company's
registration statement on Form F-4 (the "Registration Statement") and the form
of the exchange offer prospectus contained therein relating to the exchange of
each of the Company's outstanding global depositary shares initially sold
pursuant to Rule 144A under the Securities Act (collectively, the "RULE 144A
GDSs"), each representing five of the Company's common shares, par value NT$10
per share (the "Common Shares"), for one American depositary share
(collectively, the "ADSs"), each representing five Common Shares (the "Exchange
Offer"). The ADSs are issued in accordance with the provisions of the deposit
agreement 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
"Income Tax Considerations" and "Taxation -- United States Federal Income
Taxation" sections of the exchange offer prospectus included
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Advanced Semiconductor Engineering, Inc. 2 September 6, 2000
in the Registration Statement, insofar as they relate to United States Federal
income tax matters currently applicable to U.S. holders of the Rule 144A GDSs,
accurately reflects the material tax consequences of the exchange of one Rule
144A GDS for one ADS pursuant to the terms of the Exchange Offer and the
material tax consequences of the acquisition, ownership and disposition of the
ADSs.
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
"Income Tax Considerations", "Legal Matters", "Taxation -- United States Federal
Income Taxation" and "Validity of Securities" 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.
Very truly yours,
/s/ DAVIS POLK & WARDWELL
