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EXHIBIT 5.2
August 3, 2001
Solectron Capital Trust I
c/o Solectron Corporation
777 Gibraltar Drive
Milpitas, California 95035
Re: Solectron Capital Trust I
Ladies and Gentlemen:
We have acted as special Delaware counsel for Solectron Corporation, a
Delaware corporation (the "Company"), and Solectron Capital Trust I, a Delaware
business trust (the "Trust"), in connection with the matters set forth herein.
At your request, this opinion is being furnished to you.
For purposes of giving the opinions hereinafter set forth, our examination
of documents has been limited to the examination of originals or copies of the
following:
(a) The Certificate of Trust of the Trust (the "Certificate"), as filed in
the office of the Secretary of State of the State of Delaware (the
"Secretary of State") on December 21, 1998.
(b) The Trust Agreement of the Trust, dated as of December 21, 1998 (the
"Original Trust Agreement"), among the Company, First Union Trust
Company, National Association, a national banking association with its
principal place of business in the State of Delaware ("First Union"),
as Delaware trustee (the "Delaware Trustee") and Susan Wang, an
individual and Robert Hirt, an individual, as administrative trustees
(the "Administrative Trustees");
(c) A form of Amended and Restated Trust Agreement for the Trust, among
the Company, the Delaware Trustee, First Union, as property trustee
(the "Property Trustee"), the Administrative Trustees, and the
holders, from time
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August 3, 2001
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to time, of the undivided beneficial ownership interests in the assets
of such Trust (including Exhibits B and D thereto) (the "Amended and
Restated Trust Agreement;" and, together with the Original Trust
Agreement, the "Trust Agreement");
(d) An Amendment to the Registration Statement (the "Registration
Statement") on Form S-3, including a preliminary prospectus with
respect to the Trust (the "Prospectus"), relating to the Trust
Preferred Securities of the Trust representing preferred undivided
beneficial ownership interests in the assets of the Trust (each, a
"Trust Preferred Security" and collectively, the "Trust Preferred
Securities"), filed by the Company and the Trust with the Securities
and Exchange Commission on or about August 3, 2001; and
(e) A Certificate of Good Standing for the Trust, dated August 2, 2001,
obtained from the Secretary of State.
Initially capitalized terms used herein and not otherwise defined are used
as defined in the Trust Agreement.
For purposes of this opinion, we have not reviewed any documents other than
the documents listed in paragraphs (a) through (e) above. In particular, we have
not reviewed any document (other than the documents listed in paragraphs (a)
through (e) above) that is referred to in or incorporated by reference into the
documents reviewed by us. We have assumed that there exists no provision in any
document that we have not reviewed that bears upon or is inconsistent with the
opinions stated herein. We have conducted no independent factual investigation
of our own but rather have relied solely upon the foregoing documents, the
statements and information set forth therein and the additional matters recited
or assumed herein, all of which we have assumed to be true, complete and
accurate in all material respects.
With respect to all documents examined by us, we have assumed (i) the
authenticity of all documents submitted to us as authentic originals, (ii) the
conformity with the originals of all documents submitted to us as copies or
forms, and (iii) the genuineness of all signatures.
For purposes of this opinion, we have assumed (i) that the Trust Agreement
will constitute the entire agreement among the parties thereto with respect to
the subject matter thereof, including with respect to the creation, operation
and termination of the Trust, that the Certificate of Trust is in full force and
effect and has not been amended and that the Trust Agreement will be in full
force and effect and will not be amended, (ii) except to the extent provided in
paragraph 1 below, the due creation or due organization or due formation, as the
case may be, and valid existence in good standing of each party to the documents
examined by us under the laws of the jurisdiction governing its creation,
organization or formation, (iii) the legal capacity of natural persons who are
parties to the documents examined by us, (iv) that each of the parties to the
documents examined by us has the power and authority to execute and deliver, and
to perform its obligations under, such documents, (v) the due authorization,
execution and delivery by all parties thereto of all documents
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August 3, 2001
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examined by us, (vi) the receipt by each Person to whom a Preferred Security is
to be issued by the Trusts (collectively, the "Preferred Security Holders") of a
Preferred Security Certificate for such Preferred Security and the payment for
the Preferred Security acquired by it, in accordance with the Trust Agreement
and the Registration Statement, and (vii) that the Preferred Securities are
issued and sold to the Preferred Security Holders in accordance with the Trust
Agreement and the Registration Statement. We have not participated in the
preparation of the Registration Statement or Prospectus and assume no
responsibility for their contents.
This opinion is limited to the laws of the State of Delaware (excluding the
securities laws of the State of Delaware), and we have not considered and
express no opinion on the laws of any other jurisdiction, including federal laws
and rules and regulations relating thereto. Our opinions are rendered only with
respect to Delaware laws and rules, regulations and orders thereunder which are
currently in effect.
Based upon the foregoing, and upon our examination of such questions of law
and statutes of the State of Delaware as we have considered necessary or
appropriate, and subject to the assumptions, qualifications, limitations and
exceptions set forth herein, we are of the opinion that:
1. The Trust has been duly created and is validly existing in good standing
as a business trust under the Delaware Business Trust Act, 12 Del. C.ss.3801, et
seq.
2. The Preferred Securities of the Trust have been duly authorized by the
Trust Agreement and will be duly and validly issued and, subject to the
qualifications set forth in paragraph 3 below, fully paid and nonassessable
undivided beneficial interests in the assets of the Trust.
3. The Preferred Security Holders, as beneficial owners of the Trust, will
be entitled to the same limitation of personal liability extended to
stockholders of private corporations for profit organized under the General
Corporation Law of the State of Delaware. We note that the Preferred Security
Holders may be obligated to make payments as set forth in the Trust Agreement.
We consent to the filing of this opinion with the Securities and Exchange
Commission as an exhibit to the Registration Statement. In addition, we hereby
consent to the reference to us as local counsel under the headings "Legal
Matters" in the Prospectus. In giving the foregoing consents, we do not thereby
admit that we come within the category of Persons whose consent is required
under Section 7 of the Securities Act of 1933, as amended, or the rules and
regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
/s/ Richards, Layton & Finger, P.A.
Richards, Layton & Finger, P.A.