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EXHIBIT 5.1
_____________, 2000
MCMS, Inc.
83 Great oaks Boulevard
San Jose, CA 95119
Re: Shares of Common Stock, $.01 par value
Ladies and Gentlemen:
We are acting as counsel to MCMS, Inc., a Delaware corporation (the
"Company"), in connection with the preparation and filing with the Securities
and Exchange Commission under the Securities Act of 1933, as amended (the
"Securities Act"), of a Registration Statement on Form S-1, Registration No.
333-__________ (the "Registration Statement") pertaining to the registration of
a proposed offering by the Company of up to ________ shares of the Company's
Class A Common Stock, $.01 par value per share (the "Shares") and ______ Shares
pursuant to which the Company has granted the underwriters an option to purchase
solely to cover over-allotments, if any, shares to be newly issued and sold by
the Company in the proposed offering (the "Offered Shares").
We have examined originals, or copies certified or otherwise
identified to our satisfaction, of such documents, corporate records and other
instruments as we have deemed necessary for the purposes of this opinion,
including the following: (i) Amended and Restated Certificate of Incorporation
and the Bylaws of the Company, each as amended to the date hereof; and (ii)
certain resolutions adopted by the Board of Directors of the Company. In
addition, we have made such other and further investigations as we have deemed
necessary to enable us to express the opinions hereinafter set forth.
Based upon the foregoing and having regard to legal considerations
that we deem relevant, and subject to the comments and qualifications set forth
below, it is our opinion that the Common Stock has been duly authorized and the
Offered Shares, when duly executed and delivered by authorized officers of the
Company and issued upon receipt of the consideration to be paid therefor (all in
conformity with the Board of Directors' resolutions examined by us), will be
duly and validly issued, fully paid and non-assessable.
For purposes of this opinion, we have with your permission made the
following assumptions, in each case without independent verification: (i) the
authenticity of all documents submitted to us as originals, (ii) the conformity
to the originals of all documents submitted to us as copies, (iii) the
authenticity of the originals of all documents submitted to us as copies, (iv)
the
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genuineness of the signatures of persons signing all documents in connection
with which this opinion is rendered, (v) the authority of such persons signing
all documents on behalf of the parties thereto and (vi) the due authorization,
execution and delivery of all documents by the parties thereto.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the section
entitled "Legal Matters" in the prospectus included in the Registration
Statement. In giving such consent, we do not thereby concede that we are within
the category of persons whose consent is required under Section 7 of the
Securities Act or the Rules and Regulations promulgated thereunder.
We do not find it necessary for purposes of this opinion to cover,
and accordingly we do not purport to cover herein, the application of the
securities or "Blue Sky" laws of the various states to the offering and sale of
the Offered Shares.
This opinion shall be limited to the general corporation law of the
State of Delaware.
This opinion is furnished to you in connection with the filing of
the Registration Statement and is not to be used, circulated, quoted or
otherwise relied upon for any other purpose.
Very truly yours,
KIRKLAND & ELLIS
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