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EXHIBIT 5.2
[LETTERHEAD]
18 September 2000 BY FAX AND COURIER
Flextronics International Ltd.
11 Ubi Road 1,
#07-01/02 Meiban Industrial Building,
Singapore 408723
Dear Sirs,
REGISTRATION STATEMENT ON FORM S-3 OF FLEXTRONICS INTERNATIONAL LTD. (THE
"COMPANY")
1. We refer to the Registration Statement on Form S-3 (the "Registration
Statement") to be filed by the Company with the Securities and Exchange
Commission on or about 19th September, 2000 in connection with the registration
under the Securities Act of 1933, as amended, of 16,644,051 ordinary shares of
S$0.01 each in the capital of the Company (the "Ordinary Shares") to which the
Registration Statement relates.
2. For the purposes of rendering this opinion, we have assumed that the
Ordinary Shares set out in Paragraphs 2(i), 2(ii) and 2(iii) below
(collectively, the "Registration Shares") constitute part of the 16,644,051
Ordinary Shares to which the Registration Statement relates and that:-
(i) the aggregate number of 1,286,536 Ordinary Shares allotted and
issued pursuant to the acquisition by the Company of all the
issued and
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outstanding capital stock of Lightning Metal Acquisition Corp., a
Delaware corporation and an indirect wholly-owned subsidiary of
Flextronics, Coating Acquisition Corp., a Delaware corporation
and an indirect wholly-owned subsidiary of Flextronics, Lightning
Tool Acquisition Corp., a Delaware corporation and an indirect
wholly-owned subsidiary of Flextronics, Lightning Metal
Specialties, Incorporated, an Illinois corporation, Coating
Technologies, Inc., an Illinois corporation, Lightning Tool and
Design, Inc., an Illinois corporation, Lightning Metal
Specialties E.M.F., Ltd., an Irish private limited company,
Lightning Manufacturing Solutions-Europe, Ltd., an Irish private
limited company, Lightning Manufacturing Solutions Texas, L.L.C.,
a Texas limited liability company, Lightning Logistics, L.L.C., a
Texas limited liability company, Papason, L.L.C., an Illinois
limited liability company, 200 Scott Street, L.L.C., an Illinois
limited liability company, 80 Scott Street, L.L.C., an Illinois
limited liability company, 230 Scott Street, L.L.C., an Illinois
limited liability company, 1350 Lively Blvd, L.L.C., an Illinois
limited liability company, D.A.D. Partnership, a general
partnership, S.O.N. Partnership, a general partnership, and
S.O.N. II Partnership, a general partnership (collectively, the
"Acquired Companies"), under an Agreement and Plan of
Reorganization dated 31 August 2000 by and among the Company, the
Acquired Companies and the Shareholders, Members and Partners of
the Acquired Companies (the "Lightning Agreement"), and that such
number of 1,286,536 Ordinary Shares allotted and issued have been
and are allotted and issued in accordance with the terms and
conditions thereof;
(ii) the aggregate number of 531,827 Ordinary Shares allotted and
issued pursuant to the acquisition by the Company of all of the
issued and outstanding capital stock of PPT Acquisition Corp., an
Oregon corporation and a wholly-owned subsidiary of Flextronics
("PPT"), and Photonic Packaging Technologies, Inc., an Oregon
corporation ("Photonic"), through the merger of PPT with and into
Photonic, under an Agreement and Plan of Reorganization dated 31
August 2000 by and among the Company, PPT and Photonic (the "PPT
Agreement"), and that such number of 531,827 Ordinary Shares
allotted and issued have been and are allotted and issued in
accordance with the terms and conditions thereof; and
(iii) the aggregate number of 338,246 Ordinary Shares allotted and
issued pursuant to the acquisition by the Company of all the
issued and outstanding capital stock of IEC Holdings Limited
("IEC"), a company organised under the laws of Ireland under an
Exchange Agreement
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dated 31 August 2000 by and among the Company, IEC, Finn
O'Sullivan as an individual shareholder of the Company, Gerard
Tyrrell as an individual shareholder of the Company, Michael
Whelton as an individual shareholder of the Company, Stanley
Jackson as an individual shareholder of the Company, Anne
O'Sullivan as an individual shareholder of the Company, Emmet
Brady as an individual shareholder of the Company, Margaret
Metcalfe as an individual shareholder of the Company and Cairn
Holdings (B.V.I.) Limited as a corporate shareholder of the
Company (each, a "Shareholder") (the "IEC Agreement"), and that
such number of 338,246 Ordinary Shares allotted and issued have
been and are allotted and issued in accordance with the terms and
conditions thereof.
3. We have further assumed that:-
(i) the aggregate nominal value of the Ordinary Share(s) issued in
exchange for each share of Lightning Metal Common Stock, Coating
Common Stock, Lightning Tool Common Stock, EMF Ordinary Shares,
Lightning Europe Ordinary Shares, Lightning Texas Interests,
Logistics Interests, Papason Interests, 200 Scott Street
Interests, 80 Scott Street Interests, 230 Scott Street Interests,
Lively Interests, D.A.D. Interests, S.O.N. Interests or S.O.N. II
Interests pursuant to Section 1.1 (a) of the Lightning Agreement
is at least equal to the value of each such share of Lightning
Metal Common Stock, Coating Common Stock, Lightning Tool Common
Stock, EMF Ordinary Shares, Lightning Europe Ordinary Shares,
Lightning Texas Interests, Logistics Interests, Papason
Interests, 200 Scott Street Interests, 80 Scott Street Interests,
230 Scott Street Interests, Lively Interests, D.A.D. Interests,
S.O.N. Interests or S.O.N. II Interests; and
(ii) the aggregate nominal value of the Ordinary Share(s) issued in
exchange for each share in the capital stock of PPT, pursuant to
Section 1.2(b)(i), (ii) and (iii) of the PPT Agreement is at
least equal to the value of each such share in the capital stock
of PPT; and
(iii) in relation to each Shareholder, the aggregate value of all that
Shareholder's shares in IEC is at least equal to the aggregate
of:
(a) the nominal value of all the Ordinary Share(s) issued to
that Shareholder; and
(b) the amount of the cash payable to that Shareholder;
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all in exchange for that Shareholder's shares in IEC
pursuant to Section 2.1 of the IEC Agreement.
4. As your Singapore counsel, we have examined the proceedings taken by the
Company in connection with the allotment and issuance of the Registration
Shares. We have also made such other examinations of law and fact as we have
considered necessary in order to form a basis for the opinion hereafter
expressed.
5. Based on the foregoing, we are of the opinion that the Registration
Shares allotted and issued by the Company, and which are represented by share
certificates issued in respect of such Registration Shares, are validly issued
and fully-paid.
6. We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to all references to us, if any, in the
Registration Statement and any amendments thereto.
Yours faithfully,
/s/ Allen & Gledhill
