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EXHIBIT 5
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AVNET
October 17, 2000
Board of Directors
Avnet, Inc.
2211 South 47th Street
Phoenix, Arizona 85034
Re: Floating Rate Notes due October 17, 2001
8.20% Notes due October 17, 2003
Registration Statement on Form S-3
Registration No. 333-39530
Ladies and Gentlemen:
I refer to the above-referenced Registration Statement on Form
S-3 (the "Registration Statement") filed by Avnet, Inc. (the "Company")
with the Securities and Exchange Commission in connection with the
registration under the Securities Act of 1933, as amended, of up to
$1,500,000,000 in gross proceeds to the Company of various securities to
be issued from time to time in one or more public offerings.
It is proposed that $525,000,000 aggregate principal amount of
Debt Securities will be issued as $325,000,000 principal amount of
Floating Rate Notes due October 17, 2001, and $200,000,000 principal
amount of 8.20% Notes due October 17, 2003 (collectively, the "Notes"),
under the terms of the Indenture being filed as Exhibit 4.1 to this
Current Report on Form 8-K (the "Indenture") and will be sold pursuant to
the terms of the Pricing Agreement included in Exhibit 4.2 to this Current
Report on Form 8-K (the "Pricing Agreement").
I have examined the Indenture, the Pricing Agreement and
resolutions adopted by the Board of Directors of the Company and its duly
appointed committees relating to the authorization of the issuance and
sale of the Debt Securities in general and the Notes in particular. I have
also examined and am familiar with originals, or copies the authenticity
of which has been established to my satisfaction, of such other documents
and instruments as I have deemed necessary to express the opinions
hereinafter set forth. Based upon the foregoing, it is my opinion that the
Notes, when issued or delivered in the manner provided for in the Pricing
Agreement, will be legally issued and the binding obligations of the
Company under the laws of the State of New York, which laws govern the
Indenture.
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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 supplement dated October 12, 2000, constituting
Part I thereof.
Very truly yours,
/s/David R. Birk
David R. Birk
Senior Vice President and
General Counsel
Avnet, Inc. 2211 South 47th Street, Phoenix, AZ 85034
T. 480-643-7763 F. 480-643-7929 [email protected]
