Exhibit 5.1
Michael R. McCoy
Senior Vice President, General Counsel and Chief Legal Officer
May 16, 2022
Board of Directors
Avnet, Inc.
2211 South 47th Street
Phoenix, Arizona 85034
| | Re: | Avnet, Inc. — $300 million 5.500% Notes due 2032 |
Ladies and Gentlemen:
I am the Senior Vice President, General Counsel and Chief Legal Officer of Avnet, Inc., a New York corporation (the “Company”). This opinion letter is delivered in connection with the public offering of $300 million aggregate principal amount of the Company’s 5.500% Notes due 2032 (the “Securities”). The Securities are to be issued pursuant to an Indenture, dated as of June 22, 2010 (the “Indenture”), by and between the Company and Computershare Trust Company, National Association, as successor trustee to Wells Fargo Bank, National Association (the “Trustee”), and an Officers’ Certificate setting forth the terms of the Securities (the “Officers’ Certificate”). On May 12, 2022, the Company entered into an Underwriting Agreement (the “Underwriting Agreement”) with representatives of the several underwriters listed in Schedule B thereto (the “Underwriters”), relating to the sale by the Company to the Underwriters of the Securities. I or attorneys under my supervision (with whom I have consulted) have examined originals or copies, certified or otherwise identified to my satisfaction, of such records of the Company and such agreements, certificates and receipts of public officials, certificates of officers or other representatives of the Company and others, and such other documents as I or attorneys under my supervision (with whom I have consulted) have deemed necessary or appropriate in order to render this opinion.
In my examination, I or attorneys under my supervision (with whom I have consulted) have assumed the genuineness of all signatures, including endorsements, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as facsimile, electronic, certified, conformed, or photostatic copies, and the authenticity of the originals of such copies. In making my examination of executed documents or documents to be executed, I have assumed that the parties thereto, other than the Company had or will have the power, corporate or otherwise, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and the execution and delivery by such parties of such documents, and, as to parties other than the Company, the validity and binding effect on such parties. As to any facts material to this opinion that I or attorneys under my supervision (with whom I have consulted) did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Company and others and of public officials.
