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EXHIBIT 5.1
6 September, 2000
Ref. No.: 00-0402
A01727/15-8
Advanced Semiconductor Engineering, Inc.
26 Chin Third Road
Nantze Export Processing Zone
Nantze
Kaohsiung, Taiwan
Republic of China
RE: ADVANCED SEMICONDUCTOR ENGINEERING, INC.
Dear Ladies and Gentlemen:
We are acting as special Republic of China ("ROC") counsel for Advanced
Semiconductor Engineering, Inc. (the "Company"), a company limited by shares
organized under the laws of the ROC, in connection with the preparation and
filing with the United States Securities and Exchange Commission registration
statement under the United States Securities Act of 1933, as amended (the
"Securities Act"), and the offering of American Depositary Shares ("ADSs"), each
ADS representing five common shares, par value NT$10 per share (the "Common
Shares"), of the Company. The ADSs and the underlying Common Shares are being
registered pursuant to a Registration Statement on Form F-1 under the Securities
Act (the "Registration Statement").
We have examined originals or copies, certified or otherwise identified
to our satisfaction, of such documents and records of the Company as we have
deemed necessary as a basis for the opinions hereinafter expressed. In such
examination, we have assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as originals, accuracy and completeness of all
documents submitted to us as copies and the authenticity of the originals of
such latter documents. As to matters of fact material to this opinion, we have
made due inquiries with and relied on the statements of officers and other
representatives of the Company, public officials or others.
Based upon the foregoing, we are of the opinion that:
1. The Company has been duly incorporated and is validly existing as a
company limited by shares under the laws of the ROC.
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2. The Common Shares underlying the ADSs have been duly authorized, and will
be legally issued, fully paid and non-assessable when the purchase price
for such Common Shares is duly paid.
3. Subject to the conditions and qualifications described in the Registration
Statements, the section of the prospectus included in the Registration
Statement entitled "Taxation - ROC Taxation", insofar as it relates to the
ROC tax consequences currently applicable to the U.S. Holders described
therein, accurately reflects the material ROC tax consequences of the
ownership and disposal of ADSs.
We hereby consent to the use of this opinion in, and the filing hereof as
an Exhibit to, the above-mentioned Registration Statement and to the reference
to our name under the headings "Risk Factors", "Taxation", "Enforceability of
Civil Liabilities" and "Validity of Securities" in the prospectus included in
such Registration Statement. In giving such consent, we do not thereby admit
that we come within the category of persons whose consent is required under
Section 7 of the Act or the regulations promulgated thereunder.
Sincerely yours,
LEE AND LI
By /s/ PAUL S. P. HSU
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Paul S. P. Hsu
