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EXHIBIT 5.1
OUR REF : JG/WSM/br/08006/000
Flextronics International Ltd.,
11 Ubi Road, #07-01/02,
Meiban Industrial Building,
Singapore 408723. 16th November, 2000
Dear Sirs,
REGISTRATION STATEMENT ON FORM S-4 OF FLEXTRONICS INTERNATIONAL LTD.
1. We have acted as Singapore counsel for Flextronics International Ltd.
(the "Company"), a company incorporated under the laws of Singapore, in
connection with (i) the authorisation, issuance and sale by the Company of
US$500,000,000 9 7/8% Senior Subordinated Notes due 2010 (the "US$ Notes") and
(a)150,000,000 9 3/4% Senior Subordinated Notes due 2010 (the "Euro Notes",
together the "Securities"), as described in the above-referenced Registration
Statement the "First Registration Statement") dated 27th September, 2000, to be
amended by the Amendment No. 1 to the First Registration Statement to be dated
17th November, 2000 (the "Registration Statement"), and (ii) the preparation of
the Registration Statement under the Securities Act of 1933, as amended (the
"Act"). The Securities are to be issued under and pursuant to the U.S. Dollar
Indenture between the Company and The Chase Manhattan Bank and Trust Company,
N.A., as Trustee, dated as of 29th June, 2000 (the "US$ Indenture") and the Euro
Indenture between the Company and The Chase Manhattan Bank, London, as Trustee,
dated as of 29th June, 2000 (the "Euro Indenture", and together with the US$
Indenture, the "Indenture").
2. For the purpose of rendering this opinion, we have examined:-
(a) an executed copy of the Indenture;
(b) a copy of the Registration Statement;
(c) a copy of the resolutions of the Board of Directors of the Company
passed on 8th June, 2000 and 26th June, 2000 (the "Board
Resolutions"); and
(d) such other documents as we have considered necessary or desirable
to examine in order that we may render this opinion.
3. We have assumed:-
(a) that the Indenture is within the capacity and powers of, and has
been validly authorised by, each party thereto (other than the
Company) and has been validly executed and delivered by and on
behalf of each party thereto;
(b) the genuineness of all signatures on all documents and the
completeness, and the conformity to original documents, of all
copies submitted to us;
(c) that a copy of the Board Resolutions submitted to us for
examination are true, complete and up-to-date copies;
(d) that the Indenture constitutes legal, valid, binding and
enforceable obligations of the parties thereto for all purposes
under the laws of all jurisdictions other than the Republic of
Singapore;
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(e) that there are no provisions of the laws of any jurisdiction other
than the Republic of Singapore which may be contravened by the
execution or delivery of the Indenture insofar as any obligation
expressed to be incurred or performed under the Indenture falls to
be performed in or is otherwise subject to the laws of any
jurisdiction other than the Republic of Singapore, its performance
will not be illegal by virtue of the laws of that jurisdiction;
(f) that all consents, approvals, authorisations, licences, exemptions
or orders required from any governmental body or agency outside the
Republic of Singapore and all other requirements outside the
Republic of Singapore for the legality, validity and enforceability
of the Indenture have been duly obtained or fulfilled and are and
will remain in full force and effect and that any conditions to
which they are subject have been satisfied;
(g) that the Board Resolutions have not been rescinded or modified and
they remain in full force and effect and that no other resolution
or other action has been taken which may affect the validity of the
Board Resolutions; and
(h) that the Securities will be duly issued and duly delivered upon
consummation of the Exchange Offer (as referred to in the
Registration Statement) against receipt of the Old Notes (as
referred to in the Registration Statement) surrendered in exchange
therefor as contemplated by the Registration Statement.
4. Based on the foregoing, we are of the opinion that the Company has taken
all necessary corporate action required under the laws of Singapore to authorise
the issue of the Securities, and the Securities when duly executed and delivered
in accordance with the Indenture will constitute, legal, valid, binding and
enforceable obligations of the Company under the laws of Singapore.
5. This opinion relates only to the laws of general application of the
Republic of Singapore as at the date hereof and as currently applied by the
Singapore courts, and is given on the basis that it will be governed by and
construed in accordance with the laws of the Republic of Singapore. We have made
no investigation of, and do not express or imply any views on, the laws of any
country other than the Republic of Singapore. This opinion is strictly limited
to the matters stated herein and is not to be read as extending by implication
to any other matter in connection with the Indenture or otherwise including, but
without limitation, any other document signed in connection with the Indenture.
Further, this opinion is not to be circulated to, or relied upon by, any other
person or quoted or referred to in any public document or filed with any
governmental body or agency without our prior written consent.
6. The qualifications to which this opinion is subject to are as follows:-
(a) enforcement of the obligations of the Company under the Indenture
may be affected by prescription or lapse of time, bankruptcy,
insolvency, liquidation, reorganization, reconstruction or similar
laws generally affecting creditors' rights;
(b) the power of the Singapore courts to grant equitable remedies such
as injunction and specific performance is discretionary and
accordingly a Singapore court may make an award of damages where an
equitable remedy is sought;
(c) where under the Indenture, any person is vested with a discretion
or may determine a matter in its opinion, Singapore law may require
that such discretion is exercised reasonably or that such opinion
is based upon reasonable grounds;
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(d) by virtue of the Limitation Act, Chapter 163 of the Republic of
Singapore, failure to exercise a right of action for more than six
years will operate as a bar to the exercise of such right and
failure to exercise such a right for a lesser period may result in
such right being waived;
(e) a Singapore court may stay proceedings if concurrent proceedings
are brought elsewhere;
(f) where obligations are to be performed in a jurisdiction outside the
Republic of Singapore, they may not be enforceable in the Republic
of Singapore to the extent that performance would be illegal or
contrary to public policy under the laws of that jurisdiction;
(g) any provision in the Indenture as to severability may not be
binding under the laws of the Republic of Singapore and the
question of whether or not such provision which is illegal, invalid
or unenforceable may be severed from other provisions in order to
save such other provisions depends on the nature of the illegality,
invalidity or unenforceability in question and would be determined
by a Singapore court at its discretion;
(h) we express no opinion as to events and conditions which might
violate covenants, restrictions or provisions with respect to
financial ratios or tests or any contractual provision measured by
the financial conditions or results of operation of the Company or
any of its subsidiaries; and
(i) a Singapore court may refuse to give effect to clauses in the
Indenture in respect of the costs of unsuccessful litigation
brought before a Singapore court or where the court has itself made
an order for costs.
7. We consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the Prospectus which is part of the Registration Statement.
In giving this consent, we do not thereby admit that we are included in the
category of persons whose consent is required under Section 7 of the Act or the
rules or regulations of the U.S. Securities and Exchange Commission. This
opinion may also be relied upon by Winthrop, Stimson, Putnam & Roberts, United
States Counsel for the Company in connection with the opinion to be delivered to
the Company and filed as Exhibit 5.2 to the Registration Statement.
Yours faithfully,
/s/ Allen & Gledhill
