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EXHIBIT 5.1
August 28, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, DC 20549
Ladies and Gentlemen:
A Registration Statement on Form S-8 (the "REGISTRATION STATEMENT") is
being filed on or about the date of this letter with the Securities and Exchange
Commission to register shares of Common Stock, par value $.05 per share (the
"SHARES"), of Molex Incorporated (the "COMPANY") which may from time to time be
offered by the Company in connection with The 1991 Molex Incorporated Incentive
Stock Option Plan (the "PLAN"). This opinion is delivered in accordance with the
requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of
1933, as amended.
I am Secretary and General Counsel of Molex Incorporated and have acted as
counsel to the Company in connection with the Registration Statement. In
rendering this opinion, I have examined and am familiar with originals or
copies, certified or otherwise identified to my satisfaction, of the corporate
records of the Company, including its Restated Certificate of Incorporation, its
Amended and Restated By-Laws, and minutes of directors' and stockholders'
meetings, and such other documents (including the Plan) which I have deemed
relevant or necessary as the basis for the opinion as hereinafter set forth. I
have assumed the legal capacity of all natural persons, the genuineness of all
signatures, the authenticity of all documents submitted to me as originals, the
conformity to original documents of all documents submitted to me as certified
or photostatic copies and the authenticity of the originals of such latter
documents. As to any facts material to the opinion expressed herein, I have
relied upon oral or written statements and representations of officers and other
representatives of the Company and others.
Based upon and subject to the foregoing, it is my opinion that (a) the
Shares have been duly authorized by all necessary corporate action on the part
of the Company and (b) upon (i) payment for and delivery of the Shares as
contemplated by the Registration Statement and the Plan (including any option
agreements governing the terms of exercise of options granted pursuant to the
Plan), (ii) the countersigning of any certificates representing the Shares by a
duly authorized signatory of the registrar for the Common Stock and (iii) the
Registration Statement becoming effective under the Securities Act of 1933, the
Shares will be validly issued, fully paid and non-assessable.
I consent to the inclusion of this opinion as an exhibit to the
Registration Statement. I also consent to the reference to me under the caption
"Legal Matters" in the prospectus contained in the Registration Statement. I do
not, in giving such consent, admit that I am within the category of persons
whose consent is required under Section 7 of the Securities Act or the rules and
regulations of the Commission.
Very truly yours,
MOLEX INCORPORATED
/s/ Louis A. Hecht
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Louis A. Hecht
Secretary & General Counsel
