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Exhibit 5.1
[LETTERHEAD]
July 28, 2000
Manufacturers' Services Limited
300 Baker Avenue, Suite 106
Concord, Massachusetts 01742
Ladies and Gentlemen:
This opinion is furnished to you in connection with a registration
statement on Form S-8 (the "Registration Statement"), filed with the Securities
and Exchange Commission under the Securities Act of 1933, as amended, on or
about the date hereof for the registration of 750,000 shares of Common Stock,
$.001 par value (the "Shares"), of Manufacturers' Services Limited, a Delaware
corporation (the "Company"). The Shares are issuable under the Company's 2000
Employee Stock Purchase Plan.
We are familiar with the actions taken by the Company in connection
with the Plan. For purposes of our opinion, we have examined and relied upon
such documents, records, certificates and other instruments as we have deemed
necessary.
Based on the foregoing, we are of the opinion that, when the Shares
have been issued and sold and consideration received therefor by the Company in
accordance with the terms of the Plan, the Shares will be validly issued, fully
paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
It is understood that this opinion is to be used only in connection
with the offer and sale of Shares while the Registration Statement is in effect.
Very truly yours,
/s/ Ropes & Gray
Ropes & Gray
