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EXHIBIT 5.1
[Quarles & Brady LLP Letterhead]
October 23, 2000
Plexus Corp.
55 Jewelers Park Drive
P.O. Box 156
Neenah WI 54956
Gentlemen and Ladies:
We are providing this opinion in connection with the Registration
Statement of Plexus Corp., a Wisconsin corporation ("Plexus"), on Form S-4 (the
"Registration Statement") being filed under the Securities Act of 1933, as
amended (the "Act"), with respect to the proposed issuance of up to 2,000,000
shares of Plexus Common Stock, $0.01 par value (the "Shares"), in connection
with certain possible future business combination transactions (the
"Transactions"; singularly a "Transaction") pursuant to Rule 415(a)(1)(viii)
under the Act.
We have examined: (i) Plexus's Articles of Incorporation and Bylaws, as
amended to date; (ii) the Registration Statement, including the form of
Prospectus (subject to completion) contained therein; (iii) corporate
proceedings of Plexus, to date, relating to the proposed issuance of the Shares;
(iv) the Agreement and Plan of Merger dated as of September 29, 2000 among
Plexus, e2E Corporation and Casey Jones Corp. (the "e2E Merger Agreement"); and
(v) such other documents as we have deemed necessary in order to render this
opinion.
Based on the foregoing, it is our opinion that:
1. Plexus is a corporation validly existing under the laws of the
State of Wisconsin.
2. When (a) the Registration Statement and any post-effective
amendment thereto required by General Instruction H to Form S-4
shall have become effective under the Act, or the information
necessary in connection with any Transaction is furnished in a
prospectus supplement in compliance with such General Instruction
H, (b) any necessary further corporate proceedings shall have been
taken in connection with the Transactions covered by the
Registration Statement, as the same may be amended, (c) the
parties shall have received any necessary regulatory approvals
required to consummate the Transactions and issue the Shares
relating thereto, and all other conditions precedent to such
issuance shall have been satisfied or, where permissible, waived,
(d) the Transactions shall have been duly consummated in
accordance with the terms of the definitive agreements relating
thereto and applicable laws, and (e) up to 2,000,000 Shares have
been duly issued
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Plexus Corp.
October 23, 2000
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in accordance with the provisions of such agreements, such Shares
will be validly issued, fully paid and non-assessable by Plexus,
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). That decision was subsequently overturned on
other grounds.
We further note that the issuance of shares to the shareholders of
e2E Corporation pursuant to the e2E Agreement has received the
corporate approvals contemplated by clause (b) above in this
paragraph.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference of our firm under the caption "Legal
Matters" in the Prospectus. As noted therein, attorneys in our firm who are
providing services with respect to the Registration Statement owned an aggregate
of 1,000 shares of Common Stock on October 1, 2000. In giving our consent, we do
not admit that we are "experts" within the meaning of Section 11 of the Act, or
that we are within the category of persons whose consent is required by Section
7 of the Act or the rules and regulations of the Securities and Exchange
Commission thereunder.
Very truly yours,
QUARLES & BRADY LLP
