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Exhibits 5 and 23(a)
LETTERHEAD
December 27, 2000
Arrow Electronics, Inc.
25 Hub Drive
Melville, NY 11747
Re: Registration Statement on Form S-8 of Arrow Electronics,
Inc. Relating to the Issuance of Shares of Common Stock
Pursuant to the Arrow Electronics, Inc. Wyle Electronics
EPU Replacement Program.
Ladies and Gentlemen:
We have acted as counsel to Arrow Electronics, Inc., a New York
corporation (the "Company"), in connection with the preparation of a
registration statement on Form S-8 (the "Registration Statement") to be filed
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended, (the "Act") relating to the offering of up
to 90,000 shares of the Company's Common Stock, par value $1.00 per share (the
"Shares"), to be issued pursuant to the provisions of the Arrow Electronics,
Inc. Wyle Electronics EPU Replacement Program (the "Plan"). We have examined
such records, documents, statutes and decisions as we have deemed relevant in
rendering this opinion.
We are of the opinion that when:
(a) the applicable provisions of the Act and of State securities
or blue sky laws shall have been complied with;
(b) the Company's Board of Directors shall have duly authorized
the issuance of the Shares; and
(c) the Shares shall have been duly issued and paid for in an
amount not less than par value of $1.00 per share, the Shares
will be legally issued, fully paid and non-assessable.
We hereby consent to the use of this opinion as Exhibit 5 to the
Registration Statement. In giving such opinion, we do not thereby admit that we
are acting within the category of persons whose consent is required under
Section 7 of the Act or the rules or regulations of the Commission thereunder.
Very truly yours,
/s/ Milbank, Tweed, Hadley & McCloy LLP
HSK/AMK
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