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Exhibit 5.1
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[Letterhead of Dorsey & Whitney LLP]
August 16, 2000
Pemstar Inc.
3535 Technology Drive, N.W.
Rochester, Minnesota 55901
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Pemstar Inc., a Minnesota corporation (the
"Company"), in connection with the proposed registration by the Company pursuant
to a Registration Statement on Form S-8 of 5,540,864 shares of Common Stock, par
value $.01 per share (the "Shares"), which may be issued under the Company's
1994 Stock Option Plan, 1995 Stock Option Plan, 1997 Stock Option Plan, 1999
Amended and Restated Stock Option Plan, 2000 Stock Option Plan and the 2000
Employee Stock Purchase Plan (collectively, the "Plans").
We have examined such documents and have reviewed such questions of law as
we have considered necessary and appropriate for the purposes of the opinions
set forth below.
In rendering our opinions set forth below, we have assumed the authenticity
of all documents submitted to us as originals, the genuineness of all signatures
and the conformity to authentic originals of all documents submitted to us as
copies. As to questions of fact material to our opinions, we have relied upon
certificates and representations of officers of the Company, public officials
and others.
Based on the foregoing, we are of the opinion that the Shares have been
duly authorized and, upon issuance, delivery and payment therefor in accordance
with the terms of the Plans, will be validly issued, fully paid and
nonassessable.
Our opinions expressed above are limited to the laws of the State of
Minnesota.
We hereby consent to the filing of this opinion as an exhibit to the above-
described Registration Statement.
Very truly yours,
/s/ Dorsey & Whitney LLP
JBA
