EXHIBIT 5
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AVNET
October 31, 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
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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 $50,000,000 aggregate principal amount of Debt
Securities will be issued as additional 8.20% Notes due October 17, 2003 of the
Company (the "Additional Notes"), under the terms of the Indenture listed 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, its duly appointed committees
and the Chief Financial Officer of the Company 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
Additional 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.
Avnet, Inc. 2211 South 47th Street, Phoenix, AZ 85034
T.480-643-7763 F.480-643-7929 [email protected]
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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 26, 2000, constituting Part I thereof.
Very truly yours,
/s/David R. Birk
David R. Birk
Senior Vice President and
General Counsel
