EXHIBIT 5.1
LOUIS A. HECHT
SECRETARY & GENERAL COUNSEL
DIRECT PHONE NO.: (630) 527-4480
FACSIMILE NO.: (630) 416-4962
E-MAIL: Louis.Hecht@molex.com
November 8, 2005
Securities and Exchange Commission
100 F. Street, N.E.
Washington, D.C. 20549
Ladies and Gentlemen:
A Registration Statement on Form S-8 (the "Registration Statement") is being filed on or about the date of this letter with the Securities and Exchange Commission (the “Commission”) to register 500,000 shares of Class A Common Stock, par value $.05 per share (the "Shares"), of Molex Incorporated (the "Company") which may from time to time be offered by the Company in connection with the 2005 Molex Incentive Stock Option Plan (the “Plan”). This opinion is delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the “Securities Act”).
I am Secretary and General Counsel of Molex Incorporated and have acted as counsel to the Company in connection with the Registration Statement. In rendering this opinion, I have examined and am familiar with originals or copies, certified or otherwise identified to my satisfaction, of the corporate records of the Company, including its Restated Certificate of Incorporation, its Amended and Restated By-Laws, and minutes of directors' and stockholders' meetings, and such other documents (including the Plan) which I have deemed relevant or necessary as the basis for the opinion as hereinafter set forth. I have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as certified or photostatic copies and the authenticity of the originals of such latter documents. As to any facts material to the opinion expressed herein, I have relied upon oral or written statements and representations of officers and other representatives of the Company and others.
Based upon and subject to the foregoing, it is my opinion that the Shares that will be originally issued under the Plan, when issued pursuant to, and in accordance with, the Plan, will be validly issued, fully paid and non-assessable.
I consent to the inclusion of this opinion as an exhibit to the Registration Statement. I do not, in giving such consent, admit that I am within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.
Very truly yours,
MOLEX INCORPORATED
/s/ LOUIS A. HECHT
Louis A. Hecht