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EXHIBIT 5.1
Quarles & Brady LLP
411 East Wisconsin Avenue
Milwaukee, WI 53202-4497
September 1, 2000
Plexus Corp.
55 Jewelers Park Drive
P.O. Box 156
Neenah, WI 54957-0156
Ladies and Gentlemen:
We are providing this opinion in connection with the Registration
Statement of Plexus Corp. (the "Company") on Form S-3 (the "Registration
Statement") to be filed with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), with
respect to the proposed offering on a delayed basis pursuant to Rule 415 under
the Act, of (i) one or more series of the Company's unsecured debt securities
(the "Debt Securities") and/or (ii) shares of the Company's Common Stock, par
value $.01 per share, with the attached Preferred Stock Purchase Rights (the
"Shares" and, together with the Debt Securities, the "Securities"), for an
aggregate initial offering price not to exceed $500,000,000.
We have examined (i) the Registration Statement; (ii) the Company's Amended and
Restated Articles of Incorporation and Amended and Restated Bylaws, as amended
to date; (iii) the proposed form of Indenture for Debt Securities from the
Company to Bank One Trust Company, N.A., as Trustee (the "Indenture"), providing
for the issuance of the Debt Securities from time to time in one or more series
pursuant to the terms of one or more Securities Resolutions (as defined in the
Indenture) or supplemental indentures creating such series; (iv) corporate
proceedings of the Company relating to the Registration Statement, the Indenture
and the transactions contemplated thereby; and (v) such other documents, and
such matters of law, as we have deemed necessary in order to render this
opinion.
In connection with this opinion, we have assumed that (i) the
Registration Statement, and any amendments thereto (including post-effective
amendments), will have become effective under the Act; (ii) a Prospectus
Supplement will have been prepared and filed with the Commission describing the
terms of each particular issue of Securities offered and the terms of the
offering thereof; (iii) all
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Plexus Corp.
September 1, 2000
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Securities will be issued and sold in compliance with applicable federal and
state securities laws and in the manner stated in the Registration Statement and
the applicable Prospectus Supplement; (iv) the Indenture will have been duly
qualified under the Trust Indenture Act of 1939, as amended, and will have been
duly authorized, executed and delivered by the Company and the Trustee; and (v)
a definitive purchase, underwriting or similar agreement with respect to any
Securities offered will have been duly authorized and validly executed and
delivered by the Company and the other parties thereto.
On the basis of and subject to the foregoing, we advise you that, in
our opinion:
1. The Company is a corporation duly incorporated and validly
existing under the laws of the State of Wisconsin.
2. With respect to each series of Debt Securities to be issued
under the Indenture, when (a) the Board of Directors of the
Company or any duly authorized committee thereof (the "Board")
has taken all necessary further action to approve the issuance
and terms of such Debt Securities, the terms of the offering
thereof and related matters; (b) the Securities Resolution or
supplemental indenture setting forth the terms of such series
shall have been duly adopted, or duly executed and delivered
by the Company and the Trustee, as the case may be; and (c)
such Debt Securities have been duly executed, authenticated,
issued and delivered in accordance with the provisions of the
Indenture, the applicable Securities Resolution or
supplemental indenture, and the applicable definitive
purchase, underwriting or similar agreement approved by the
Board upon payment of the consideration therefor provided for
therein, such Debt Securities will be valid and binding
obligations of the Company, except as the enforcement thereof
may be limited by bankruptcy, insolvency (including, without
limitation, all laws relating to fraudulent transfers),
reorganization, moratorium or similar laws affecting
enforcement of creditors' rights generally and except as
enforcement thereof is subject to general principles of equity
(regardless of whether enforcement is considered in a
proceeding in equity or at law), and will be entitled to the
benefits of the Indenture relating to such series.
3. With respect to each offering of the Shares, when (a) the
Board has taken all necessary further action to approve the
issuance of such Shares, the terms of the offering thereof and
related matters; and (b) such Shares have been duly issued in
accordance with such authorization and the provisions of the
applicable definitive purchase, underwriting or similar
agreement approved by the Board upon payment of the
consideration therefor provided for therein, such Shares will
be validly issued,
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Plexus Corp.
September 1, 2000
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fully paid and nonassessable by the Company, subject to the
personal liability which may be imposed on shareholders by
Section 180.0622(2)(b) of the Wisconsin Business Corporation
Law, as judicially interpreted, for debts owing to employees
for services performed, but not exceeding six months service
in any one case. Although Section 180.0622(2)(b) provides that
such personal liability of shareholders shall be "to an amount
equal to the par value of shares owned by them respectively,
and to the consideration for which their shares without par
value was issued," the Wisconsin Supreme Court, by a split
decision without a written opinion, has affirmed a judgment
holding shareholders of a corporation liable under the
substantially identical predecessor statute in effect prior to
January 1, 1991 (Section 180.40(6)) for unpaid employee wages
to an amount equal to the consideration for which their par
value shares were issued rather than the shares' lower stated
par value. Local 257 of Hotel and Restaurant Employees and
Bartenders International Union v. Wilson Street East Dinner
Playhouse, Inc., 126 Wis. 2d 284, 375 N.W.2d 664 (1985)
(affirming the 1983 decision of the Circuit Court for Dane
County, Wisconsin, in Case No. 82-CV-0023, subsequently
overruled on other grounds).
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption
"Certain Legal Matters" in the Prospectus constituting a part thereof. In giving
our consent, we do not admit that we are "experts" within the meaning of Section
11 of the Act, or that we come within the category of persons whose consent is
required by Section 7 of the Act or the rules and regulations of the Commission
thereunder.
Very truly yours,
/s/ Quarles & Brady LLP
QUARLES & BRADY LLP
