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EXHIBIT 5.1
[WILSON SONSINI GOODRICH & ROSATI LETTERHEAD]
December 8, 2000
Sanmina Corporation
2700 North First Street
San Jose, California 95134
RE: REGISTRATION STATEMENT OF FORM S-3
Ladies and Gentlemen:
We are acting as counsel for Sanmina Corporation, a Delaware corporation
(the "Company") in connection with the registration under the Securities Act of
1933, as amended, of $1,660,000,000 aggregate principal amount of Zero Coupon
Convertible Subordinated Debentures due 2020 (the "Debentures"), and such
indeterminate number of shares of Common Stock, $0.01 par value (the "Common
Stock"), of the Company, as may be required for issuance upon conversion of the
Debentures (the "Conversion Shares"). The Debentures and the Conversion Shares
are to be offered and sold by certain securityholders of the Company (the
"Selling Securityholders"). In this regard we have participated in the
preparation of a Registration Statement on Form S-3 relating to the Debentures
and the Conversion Shares (such Registration Statement, as it may be amended
from time to time, is herein referred to as the "Registration Statement").
We are of the opinion that the Debentures have been duly authorized and are
binding obligations of the Company entitled to the benefits of the Indenture
dated as of September 12, 2000, between the Company and Wells Fargo Bank
Minnesota, National Association, as Trustee. We are of the further opinion that
the Conversion Shares have been duly authorized and, when issued by the Company
upon conversion of the Debentures in accordance with the Indenture, will be
legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the use of our name under the caption "Legal
Matters" in the Registration Statement and the Prospectus included therein.
Sincerely,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ WILSON SONSINI GOODRICH & ROSATI
