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EXHIBIT 5.1
August 3, 2000
Jabil Circuit, Inc.
10560 Ninth Street North
St. Petersburg, FL 33716
RE: Jabil Circuit, Inc. - Registration Statement on Form S-3
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-3 (the
"Registration Statement"), filed or to be filed by Jabil Circuit, Inc., a
Delaware corporation (the "Company"), with the Securities and Exchange
Commission in connection with the registration pursuant to the Securities Act of
1933, as amended (the "Act"), of the Company's debt securities (the "Debt
Securities"), shares of the Company's common stock, $0.001 par value per share
(the "Common Stock"), shares of the Company's preferred stock, $0.001 par value
per share (the "Preferred Stock"), depositary shares each representing a
fraction of a share of Preferred Stock (the "Depositary Shares"), and warrants
for the purchase of Debt Securities, Common Stock or Preferred Stock (the
"Warrants"), with an aggregate offering price of up to $1,292,750,000 or the
equivalent thereof in one or more foreign currencies or composite currencies.
The Debt Securities, the Common Stock, the Preferred Stock, the Depositary
Shares and the Warrants are to be sold from time to time as set forth in the
Registration Statement, the Prospectus contained therein (the "Prospectus"), the
supplements to the Prospectus (the "Prospectus Supplements"), and pursuant to
one or more underwriting agreements (each an "Underwriting Agreement"),
substantially in the form filed as an exhibit to the Registration Statement.
The Debt Securities may be either senior debt securities (the "Senior
Debt Securities") or subordinated debt securities (the "Subordinated Debt
Securities").
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Jabil Circuit, Inc.
Registration Statement on Form S-3
August 3, 2000
Page 2
The Senior Debt Securities are to be issued pursuant to a Senior Indenture,
which has been filed as an exhibit to the Registration Statement (the "Senior
Indenture"), to be entered into between the Company and The Bank of New York,
as Trustee (the "Senior Trustee"). The Subordinated Debt Securities are to be
issued pursuant to a Subordinated Indenture, which has been filed as an exhibit
to the Registration Statement (the "Subordinated Indenture", together with the
Senior Indenture, the "Indentures"), to be entered into between the Company and
The Bank of New York, as Trustee (the "Subordinated Trustee"). The Debt
Securities are to be issued in one or more forms filed with a Current Report on
Form 8-K or a Post-Effective Amendment to the Registration Statement.
This letter is governed by, and shall be interpreted in accordance
with, the Legal Opinion Accord (the "Accord") of the ABA Section of Business
Law (1991). As a consequence, it is subject to a number of qualifications,
exceptions, definitions, limitations on coverage and other limitations, all as
more particularly described in the Accord, and this letter should be read in
conjunction therewith.
We have examined instruments, documents and records which we deemed
relevant and necessary for the basis of our opinion hereinafter expressed. In
such examination, we have assumed (a) the authenticity of original documents
and the genuineness of all signatures, (b) the conformity to the originals of
all documents submitted to us as copies and (c) the truth, accuracy and
completeness of the information, representations and warranties contained in
the records, documents, instruments and certificates we have reviewed.
Based on such examination and subject to the foregoing exceptions,
qualifications, and limitations, we express the following opinions:
1. When the issuance of Senior Debt Securities has been duly
authorized by appropriate corporate action and the Senior Debt Securities have
been duly completed, executed, authenticated, registered and delivered in
accordance with the Senior Indenture and sold pursuant to an Underwriting
Agreement and as described in the Registration Statement, any amendment
thereto, the Prospectus and any Prospectus Supplement relating thereto, the
Senior Debt Securities will be legal, valid and binding obligations of the
Company, entitled to the benefits of the Senior Indenture.
2. When the issuance of Subordinated Debt Securities has been
duly authorized by appropriate corporate action and the Subordinated Debt
Securities have been duly completed, executed, authenticated, registered and
delivered in
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Jabil Circuit, Inc.
Registration Statement on Form S-3
August 3, 2000
Page 3
accordance with the Subordinated Indenture and sold pursuant to an Underwriting
Agreement and as described in the Registration Statement, any amendment
thereto, the Prospectus and any Prospectus Supplement relating thereto, the
Subordinated Debt Securities will be legal, valid and binding obligations of
the Company, entitled to the benefits of the Subordinated Indenture.
3. When (i) the terms of any particular series of Preferred
Stock have been established in accordance with the resolutions of the Company's
Board of Directors authorizing the issuance and sale of such series of
Preferred Stock, (ii) a Certificate of Designation conforming to the Delaware
General Corporation Law regarding such series of Preferred Stock has been filed
with the Secretary of State of the State of Delaware, and (iii) shares of such
series of Preferred Stock have been issued, sold, registered and delivered
pursuant to an Underwriting Agreement and as described in the Registration
Statement, any amendment thereto, the Prospectus and the Prospectus Supplement
relating thereto, and in accordance with the terms of the particular series as
established by the Company's Board of Directors, the shares of Preferred Stock
will be legally issued, fully paid and nonassessable.
4. When the issuance of the shares of Common Stock has been duly
authorized by appropriate corporate action, including any Common Stock that may
be issuable pursuant to the conversion of any Preferred Stock or Debt
Securities, and the shares of Common Stock have been duly issued, sold,
registered and delivered pursuant to an Underwriting Agreement and as described
in the Registration Statement, any amendment thereto, the Prospectus and any
Prospectus Supplement relating thereto, the shares of Common Stock will be
legally issued, fully paid and nonassessable.
5. When (i) the terms of the Depositary Shares have been
established in accordance with the resolutions of the Company's Board of
Directors authorizing the issuance and sale of the Depositary Shares, (ii) a
Certificate of Designation conforming to the Delaware General Corporation Law
regarding such Depositary Shares has been filed with the Secretary of State of
the State of Delaware, (iii) the applicable deposit agreement (the "Deposit
Agreement") relating to the Depositary Shares and the receipts evidencing such
Depositary Shares (the "Depositary Receipts") have been duly authorized by
appropriate corporate action and validly executed and delivered by the Company
and the applicable depositary appointed by the Company, (iv) the shares of
Preferred Stock underlying such Depositary Shares have been deposited with a
bank or trust company under the applicable Deposit Agreement, and (iv) the
Depositary Receipts representing the Depositary Shares have been duly
completed, executed, authenticated, registered and delivered in
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Jabil Circuit, Inc.
Registration Statement on Form S-3
August 3, 2000
Page 4
accordance with the applicable Deposit Agreement and sold pursuant to an
Underwriting Agreement and as described in the Registration Statement, any
amendment thereto, the Prospectus and any Prospectus Supplement relating
thereto, the Depositary Shares will be legally issued, fully paid and
non-assessable.
6. When (i) the terms of the Warrants have been established in
accordance with the resolutions of the Company's Board of Directors authorizing
the issuance and sale of the Warrants, (ii) the applicable warrant agreement
(the "Warrant Agreement") has been duly authorized by appropriate corporate
action and validly executed and delivered by the Company and the applicable
warrant agent appointed by the Company, (iii) the Warrants or certificates
representing the Warrants have been duly completed, executed, authenticated,
registered and delivered in accordance with the applicable Warrant Agreement
and sold pursuant to an Underwriting Agreement and as described in the
Registration Statement, any amendment thereto, the Prospectus and any
Prospectus Supplement relating thereto, the Warrants will be legally issued,
fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
above-referenced Registration Statement and the use of our name wherever it
appears in the Registration Statement, the Prospectus, the Prospectus
Supplement, and in any amendment or supplement thereto. In giving such consent,
we do not believe that we are "experts" within the meaning of such term used in
the Act or the rules and regulations of the Securities and Exchange Commission
issued thereunder with respect to any part of the Registration Statement,
including this opinion as an exhibit or otherwise.
Very truly yours,
/s/ HOLLAND & KNIGHT LLP
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HOLLAND & KNIGHT LLP
