EXHIBIT 5
June 2, 2000
Benchmark Electronics, Inc.
3000 Technology Drive
Angleton, Texas 77515
Ladies and Gentlemen:
We have acted as counsel to Benchmark Electronics, Inc., a Texas corporation
(the "Company"), in connection with the proposed sale of 2,750,000 shares
(3,162,500 if the over-allotment option granted to the underwriters is exercised
in full) (the "shares," which term shall include such additional shares of
common stock as may be offered pursuant to Rule 462 under the Securities Act of
1933, as amended) of its common stock, par value $0.10 per share.
A Registration Statement on Form S-3 (the "Registration Statement") relating to
the Shares has been filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended.
We have examined originals or copies of (1) the Registration Statement; (2) the
Articles of Incorporation of the Company, as amended; (3) the Bylaws of the
Company, as amended; (4) certain resolutions of the Board of Directors of the
Company; and (5) such other documents and records as we have deemed necessary
and relevant for purposes hereof. In addition, we have relied on certificates of
officers of the Company as to certain matters of fact relating to this opinion
and have made such investigations of law as we have deemed necessary and
relevant as a basis hereof. In such examination, we have assumed the genuineness
of all signatures and the authenticity of all documents, certificates and
records submitted to us as originals, the conformity to original documents,
certificates and records of all documents, certificates and records submitted to
us as copies, and the truthfulness of all statements of fact contained therein.
Based on the foregoing, and subject to the limitations and qualifications set
forth herein, and having due regard for such legal considerations as we deem
relevant, we are of the opinion that the Shares have been duly authorized and
(subject to the Registration Statement becoming effective and applicable Blue
Sky laws being complied with), when issued against receipt of the consideration
therefor in the manner contemplated by the Registration Statement, will be
legally issued, fully paid and nonassessable.
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Benchmark Electronics, Inc.
June 2, 2000
Page 2
The foregoing opinion is based on and is limited to the law of the State of
Texas and the relevant law of the United States of America, and we render no
opinion with respect to the laws of any other jurisdiction.
We hereby consent to the filing of this opinion with the Securities and Exchange
Commission as an exhibit to the Registration Statement and to the reference to
us under "Legal Matters" in the Prospectus included in the Registration
Statement. By giving such consent we do not admit that we are experts with
respect to any part of the Registration Statement, including this exhibit,
within the meaning of the term "expert" as used in the Securities Act of 1933,
as amended, or the rules and regulations of the Securities and Exchange
Commission issued thereunder.
Very truly yours,
/s/ BRACEWELL & PATTERSON, L.L.P
Bracewell & Patterson, L.L.P.
