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EXHIBIT 5
AVNET
CORPORATE SERVICES GROUP
June 15, 2000
Board of Directors
Avnet, Inc.
2211 South 47th Street
Phoenix, Arizona 85034
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
I refer to the Registration Statement on Form S-3 (the "Registration
Statement") to be filed by Avnet, Inc. (the "Company") with the Securities and
Exchange Commission with respect to the registration under the Securities Act of
1933, as amended (the "Act"), of up to $500,000,000 aggregate initial offering
price of an indeterminate amount of the following: (i) shares (the "Shares") of
the Company's common stock, par value $1.00 per share ("Common Stock"), (ii) the
Company's debt securities (the "Debt Securities"), which may be convertible or
exchangeable into shares of Common Stock, Debt Securities and other securities
and which are to be issued pursuant to an Indenture between the Company and Bank
One Trust Company, N.A., as trustee, in the form filed as an exhibit to the
Registration Statement (the "Indenture"), (iii) warrants or rights ("Warrants")
to acquire Shares and/or Debt Securities, (iv) contracts to purchase Shares of
Common Stock ("Stock Purchase Contracts"); (v) Stock Purchase Contracts sold as
units with other securities of the Company or other issuers ("Stock Purchase
Units"); and (vi) units ("Units") each consisting of two or more of the
foregoing securities. The Debt Securities, Common Stock, Warrants, Stock
Purchase Contracts, Stock Purchase Units and Units (collectively, the
"Securities") may be issued from time to time pursuant to Rule 415 under the Act
and will be subject to specific terms pertaining to each respective series of
Securities as determined at the time of sale and as set forth in one or more
supplements to the Prospectus constituting part of the Registration Statement.
I have examined the Registration Statement, the Indenture and such
records of the Company's corporate proceedings and such other documents, and
have made such other factual and legal investigations, as I deemed necessary or
appropriate in order to render this opinion. Further, I am familiar with
additional corporate procedures that the Company contemplates taking prior to
the issuance of any Securities.
Based upon such examinations and investigations and subject to (i) the
occurrence of such additional corporate procedures as are now contemplated prior
to the issuance of any Securities, (ii) the effectiveness of the Registration
Statement under the Act, (iii) the establishment of the terms of each series of
Securities in accordance with the terms of the Company's Restated Certificate of
Incorporation and Bylaws,
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Board of Directors -2-
Avnet, Inc.
(iv) the due authorization, execution and delivery of the Indenture, and (v) the
execution, delivery and, as applicable, authentication of and payment for the
Securities, it is my opinion that:
1. The Shares of Common Stock (including any Shares that may
be issuable upon the conversion of any Debt Securities, upon the
exercise of any Warrants, pursuant to any Stock Purchase Contracts or
as part of any Units) will, upon the issuance and sale thereof in the
manner contemplated by the Registration Statement, be legally issued,
fully paid and nonassessable.
2. The Debt Securities (including any Debt Securities that may
be issuable upon the exercise of any Warrants, upon the conversion of
any Debt Securities or as part of any Units) will, upon the issuance
and sale thereof in the manner contemplated by the Indenture and the
Registration Statement, be legally issued and binding obligations of
the Company under the laws of the State of New York, which laws govern
the Indenture, subject to applicable bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and similar laws affecting
creditors' rights and remedies generally, and subject to general
principles of equity, including principles of commercial
reasonableness, good faith and fair dealing (regardless of whether
enforcement is sought in a proceeding at law or in equity).
3. The Warrants, Stock Purchase Contracts and Stock Purchase
Units (including any Warrants, Stock Purchase Contracts and Stock
Purchase Units that may be issuable as part of any Units) will, upon
the issuance and sale thereof in the manner contemplated by the
Registration Statement, be legally issued.
I consent to the use of this opinion as Exhibit 5 to the Registration
Statement and to the reference to me under the caption "Legal Matters" in the
prospectus constituting Part I thereof.
Very truly yours,
/s/David R. Birk
David R. Birk
Senior Vice President and
General Counsel
DRB/sc
