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November 3, 2000
Solectron Corporation
777 Gibraltar Drive
Milpitas, California 95035
RE: SOLECTRON CORPORATION - REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form S-3
(the "Registration Statement"), filed or to be filed by Solectron Corporation, a
Delaware corporation (the "Company"), with the Securities and Exchange
Commission in connection with the registration pursuant to Rule 462(b) under the
Securities Act of 1933, as amended (the "Act"), of the Company's debt securities
(the "Debt Securities"), shares of the Company's Common Stock, $0.001 par value
per share (the "Common Stock"), and shares of the Company's Preferred Stock,
$0.001 par value per share (the "Preferred Stock"), with an aggregate offering
price of up to $533,808,400 or the equivalent thereof in one or more foreign
currencies or composite currencies, and for which a Registration Statement on
Form S-3 (No. 333-34494) was declared effective on April 14, 2000 in connection
with the registration of such Debt Securities, Common Stock and Preferred Stock
with an aggregate offering price of up to $5,000,000,000 or the equivalent
thereof in one or more foreign currencies. The Debt Securities, the Common Stock
and the Preferred Stock are to be sold from time to time as set forth in the
Registration Statement, the Prospectus contained therein (the "Prospectus") and
the supplements to the Prospectus (the "Prospectus Supplements"). The Debt
Securities may be either senior debt, securities (the "Senior Debt Securities")
or subordinated debt securities (the "Subordinated Debt Securities").
The Senior Debt Securities are to be issued pursuant to a Senior Indenture,
which has been filed as an exhibit to the Registration Statement (the "Senior
Indenture"), to be entered into between the Company and State Street Bank and
Trust Company of California, N.A., as Trustee (the "Senior Trustee"). The
Subordinated Debt Securities are to be issued pursuant to a Subordinated
Indenture, which has been filed as an exhibit to the Registration Statement (the
"Subordinated Indenture", together with the Senior Indenture, the "Indentures"),
to be entered into between the Company and State Street Bank and Trust Company
of California, N.A., as Trustee (the "Subordinated Trustee"). The shares of
Common Stock are to be sold pursuant to an Underwriting Agreement (Common Stock)
(the "Common Stock Underwriting Agreement"), the shares of Preferred Stock are
to be sold pursuant to an Underwriting Agreement (Preferred Stock) (the
"Preferred Stock Underwriting Agreement"), and the Debt Securities are to be
sold pursuant to an Underwriting Agreement (Debt Securities) (the "Debt
Securities Underwriting Agreement") or an Underwriting Agreement (Convertible
Debt Securities) (the "Convertible Debt Securities Underwriting Agreement"), in
substantially the respective form to be filed as
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Solectron Corporation
November 3, 2000
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exhibits to, or incorporated by reference in, the Registration Statement. The
Debt Securities are to be issued in the forms of Debt Securities included in the
Indentures filed as exhibits to the Registration Statement.
We have examined instruments, documents and records which we deemed
relevant and necessary for the basis of our opinion hereinafter expressed. In
such examination, we have assumed (a) the authenticity of original documents and
the genuineness of all signatures, (b) the conformity to the originals of all
documents submitted to us as copies and (c) the truth, accuracy and completeness
of the information, representations and warranties contained in the records,
documents, instruments and certificates we have reviewed.
Based on such examination, we are of the opinion that:
1. When the issuance of Senior Debt Securities has been duly authorized
by appropriate corporate action and the Senior Debt Securities, in the form
included in the Senior Indenture filed as an exhibit to the Registration
Statement, have been duly completed, executed, authenticated and delivered in
accordance with the Senior Indenture and sold pursuant to the Debt Securities
Underwriting Agreement or the Convertible Debt Securities Underwriting Agreement
and as described in the Registration Statement, any amendment thereto, the
Prospectus and any Prospectus Supplement relating thereto, the Senior Debt
Securities will be legal, valid and binding obligations of the Company, entitled
to the benefits of the Senior Indenture.
2. When the issuance of Subordinated Debt Securities has been duly
authorized by appropriate corporate action and the Subordinated Debt Securities,
in the form included in the Subordinated Indenture filed as an exhibit to the
Registration Statement, have been duly completed, executed, authenticated and
delivered in accordance with the Subordinated Indenture and sold pursuant to the
Debt Securities Underwriting Agreement or the Convertible Debt Securities
Underwriting Agreement and as described in the Registration Statement, any
amendment thereto, the Prospectus and any Prospectus Supplement relating
thereto, the Subordinated Debt Securities will be legal, valid and binding
obligations of the Company, entitled to the benefits of the Subordinated
Indenture.
3. When (i) the terms of any particular series of Preferred Stock have
been established in accordance with the resolutions of the Company's Board of
Directors authorizing the issuance and sale of such series of Preferred Stock,
(ii) a Certificate of Designation conforming to the Delaware General Corporation
Law regarding such series of Preferred Stock has been filed with the Secretary
of State of the State of Delaware, and (iii) shares of such series of Preferred
Stock have been issued, sold and delivered in accordance with the Preferred
Stock Underwriting Agreement and as described in the Registration Statement, any
amendment thereto, the Prospectus and the Prospectus Supplement relating
thereto, and in accordance with the terms
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Solectron Corporation
November 3, 2000
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of the particular series as established by the Company's Board of Directors, the
shares of Preferred Stock will be legally issued, fully paid and nonassessable.
4. When the issuance of the shares of Common Stock has been duly
authorized by appropriate corporate action, including any Common Stock that may
be issuable pursuant to the conversion of any Preferred Stock or Debt
Securities, and the shares of Common Stock have been duly issued, sold and
delivered in accordance with the Common Stock Underwriting Agreement and as
described in the Registration Statement, any amendment thereto, the Prospectus
and any Prospectus Supplement relating thereto, the shares of Common Stock will
be legally issued, fully paid and nonassessable.
Our opinion that any document is legal, valid and binding is qualified as
to:
(a) limitations imposed by bankruptcy, insolvency, reorganization,
arrangement, fraudulent conveyance, moratorium or other laws relating to or
affecting the rights of creditors generally;
(b) rights to indemnification and contribution which may be limited
by applicable law or equitable principles; and
(c) 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, and
limitation of rights of acceleration regardless of whether such enforceability
is considered in a proceeding in equity or at law.
We hereby consent to the filing of this opinion as an exhibit to the above
referenced Registration Statement and the use of our name wherever it appears in
the Registration Statement, the Prospectus, the Prospectus Supplement, and in
any amendment of supplement thereto. In giving such consent, we do not believe
that we are "experts" within the meaning of such term used in the Act or the
rules and regulations of the Securities and Exchange Commission issued
thereunder with respect to any part of the Registration Statement, including
this opinion as an exhibit or otherwise.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati
