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EXHIBIT 5.2
Winthrop, Stimson, Putnam & Roberts
One Battery Park Plaza
New York, New York 10004
(212) 858-1000
Fax: (212) 858-1500
November 16, 2000
Flextronics International Ltd.
11 Ubi Road 1, #07-01/02
Meiban Industrial Building
Singapore 408723
Ladies and Gentlemen:
We have acted as special New York counsel to Flextronics International
Ltd., a Singapore corporation (the "Company"), in connection with its filing
with the Securities and Exchange Commission (the "Commission") of a registration
statement on Form S-4 (the "Registration Statement") under the Securities Act of
1933 (the "Securities Act") in connection with the Company's offer to exchange
(the "Exchange Offer") $500,000,000 aggregate principal amount of its 9.875%
Senior Subordinated Notes due 2010 (the "New Dollar Notes") and Euro 150,000,000
aggregate principal amount of its 9.75% Senior Subordinated Notes due 2010 (the
"New Euro Notes") for $500,000,000 aggregate principal amount of its outstanding
9.875% Senior Subordinated Notes due 2010 (the "Old Dollar Notes") and Euro
150,000,000 aggregate principal amount of its outstanding 9.750% Senior
Subordinated Notes due 2010 (the "Old Euro Notes"), respectively. The Old Dollar
Notes have been, and the New Dollar Notes will be, issued pursuant to an
indenture dated as of June 29, 2000 (the "Dollar Indenture") between the Company
and The Chase Manhattan Bank and Trust Company, N.A., as trustee (the "Dollar
Trustee"), and the Old Euro Notes have been, and the New Euro Notes will be,
issued under an indenture dated as of June 29, 2000 (the "Euro Indenture")
between the Company and The Chase Manhattan Bank, London, as trustee (the "Euro
Trustee").
In giving this opinion, we have reviewed copies of the Dollar Indenture,
the form of the New Dollar Notes contained in the Dollar Indenture, the Euro
Indenture, the form of the New Euro Notes contained in the Euro Indenture, and
such other documents and have made such other inquiries and investigations of
law as we have deemed necessary or appropriate as a basis for the opinion
hereinafter expressed. As to questions of fact material to this opinion, we have
relied upon our review of the documents referred to above and the accuracy and
completeness of the information set forth in the Registration Statement. We have
undertaken no independent investigation or verification of factual matters
related to this opinion. In such review, we have assumed the genuineness of all
signatures, the conformity to the original documents of all documents submitted
to us as certified or photostatic copies, the authenticity of all such
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documents and all documents submitted to us as original documents and the
absence of any undisclosed termination, modification, waiver or amendment to any
document reviewed by us.
We are members of the Bar of the State of New York and, for purposes of
this opinion, do not hold ourselves out as experts on the laws of any
jurisdiction other than the State of New York and the United States of America.
The opinions expressed herein are limited to matters governed by the laws of the
United States of America, the laws of the State of New York and, with respect to
the validity of the New Dollar Notes and the New Euro Notes, the laws of the
Republic of Singapore. With respect to such matters involving the application of
the laws of the Republic of Singapore, we have relied, with your consent, upon
the opinion of even date herewith addressed to you of Allen & Gledhill,
Singapore, and our opinion is subject to the same assumptions, qualifications
and limitations as are contained in such opinion.
Based upon the foregoing and the assumption that the New Dollar Notes and
the New Euro Notes have been duly authorized by the Company and subject to the
qualifications set forth herein, we are of the opinion that:
1. When the New Dollar Notes are duly executed and delivered by the
Company and authenticated by the Dollar Trustee in accordance with the
provisions of the Dollar Indenture and delivered in exchange for the Old Dollar
Notes in accordance with the Exchange Offer as described in the Registration
Statement, which shall have been declared effective by the Commission, the New
Dollar Notes will constitute valid and binding obligations of the Company,
enforceable against the Company in accordance with the respective terms thereof,
except as limited by applicable bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance and other similar laws of general application
relating to or affecting creditors' rights, by general principles of equity
(regardless of whether considered in a proceeding at law or in equity), and by
an implied covenant of good faith, fair dealing and reasonableness, and such New
Dollar Notes will be entitled to the benefits of the Dollar Indenture.
2. When the New Euro Notes are duly executed and delivered by the Company
and authenticated by the Euro Trustee in accordance with the provisions of the
Euro Indenture and delivered in exchange for the Old Euro Notes in accordance
with the Exchange Offer as described in the Registration Statement, which shall
have been declared effective by the Commission, the New Euro Notes will
constitute valid and binding obligations of the Company, enforceable against the
Company in accordance with the respective terms thereof, except as limited by
applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance other similar laws of general application relating to or affecting
creditors' rights, by general principles of equity (regardless of whether
considered in a proceeding at law or in equity), and by an implied covenant of
good faith, fair dealing and reasonableness, and such New Euro Notes will be
entitled to the benefits of the Euro Indenture.
This opinion is delivered to you solely for your use in connection with the
Registration Statement and may not be used or relied upon by you for any other
purpose or by any other person without our prior written consent.
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We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the use of our name under the heading "Legal Matters" in the
prospectus included in the Registration Statement. In giving this consent, we do
not hereby admit that we are within the category of persons whose consent is
required under Section 7 of the Securities Act or the rules and regulations of
the Commission thereunder.
Very truly yours,
/s/ Winthrop, Stimson, Putnam & Roberts
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