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Exhibit 5.1
28 August 2000
Ref. No.: 00-0401
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 under the
United States Securities Act of 1933, as amended (the "Securities Act"), of the
Company's registration statement on Form F-4 (the "Registration Statement")
relating to the offering, as set forth in the Registration Statement, the form
of the Exchange Offer Prospectus contained therein (the "Exchange Offer
Prospectus") (which together constitute the "Exchange Offer"), to exchange one
American Depositary Share (collectively, the "ADSs"), each representing five
shares of the Company's common share, par value NT$10 per share (the "Common
Shares"), for each outstanding Rule 144A Global Depositary Share (collectively,
the "GDSs"), each representing five Common Shares.
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.
2. The Common Shares underlying the ADSs have been duly authorized, issued,
fully-paid and non-assessable.
3. Subject to the conditions and qualifications described in the Registration
Statements, the section of the prospectus included in the Registration
Statement entitled "Income Tax Considerations", insofar as it relates to
the ROC tax consequences currently applicable to the holders described
therein, accurately reflects the material ROC tax consequences of the
exchange of GDSs for ADSs pursuant to the terms of the Exchange Offer.
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 "Income Tax Considerations" and "Legal Matters"
in the Exchange Offer 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 Securities Act or
the regulations promulgated thereunder.
Sincerely yours,
LEE AND LI
By /s/ PAUL S.P HSU
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