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Exhibit 5.1
[LETTERHEAD of O'MELVENY & MYERS LLP]
October 16, 2000
International Rectifier Corporation
233 Kansas Street
El Segundo, California 90245
RE: REGISTRATION OF NOTES AND SHARES OF COMMON STOCK OF INTERNATIONAL
RECTIFIER CORPORATION
Ladies and Gentlemen:
We have acted as counsel to International Rectifier Corporation, a
Delaware corporation (the "Company"), in connection with the registration
statement on Form S-3 (the "Registration Statement") to be filed by you with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
relating to the registration of (i) $550,000,000 aggregate principal amount of
the Company's 4 1/4% Convertible Subordinated Notes due 2007 (the "Notes"),
issued pursuant to that certain Indenture dated as of July 19, 2000 (the
"Indenture"), between the Company and Wells Fargo Bank Minnesota, National
Association, as trustee (the "Trustee"), and (ii) 7,438,967 shares of the common
stock, par value $1 per share, of the Company, issuable upon conversion of the
notes (the "Shares"). At your request, we are providing this opinion to you for
filing as Exhibit 5.1 to the Registration Statement.
In our capacity as your counsel, we have examined originals or copies
of those corporate and other records and documents we considered appropriate. In
addition, we have obtained and relied upon those certificates of public
officials we considered appropriate.
We have assumed the genuineness of all signatures, the authenticity of
all documents submitted to us as originals and the conformity with originals of
all documents submitted to us as copies.
On the basis of such examination, our reliance upon the assumptions in
this opinion and our consideration of those questions of law we considered
relevant, and subject to the limitations and qualifications in this opinion, we
are of the opinion that:
(a) The Notes constitute legally valid and binding obligations of
the Company, enforceable in accordance with their terms, except as may be
limited by bankruptcy, insolvency, reorganization, moratorium or similar
laws relating to or
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affecting creditors' rights generally (including, without limitation,
fraudulent conveyance laws), and by general principles of equity including,
without limitation, concepts of materiality, reasonableness, good faith and
fair dealing and the possible unavailability of specific performance or
injunctive relief, regardless of whether considered in a proceeding in
equity or at law.
(b) The Shares, when issued upon conversion of the Notes in
accordance with the terms of the Indenture, will be validly issued, fully
paid and non-assessable.
The law covered by this opinion is limited to the present federal law
of the United States, the present law of the States of California and New York
and the present General Corporation Law of the State of Delaware. We express no
opinion as to the laws of any other jurisdiction and no opinion regarding the
statutes, administrative decisions, rules, regulations or requirements of any
county, municipality, subdivision or local authority of any jurisdiction.
We hereby consent to the use of this opinion in the Registration
Statement and to the reference to this firm under the heading "Legal Matters" in
the Prospectus constituting part of the Registration Statement.
Respectfully submitted,
/s/ O'Melveny & Myers LLP
