Exhibit 5.1
February 6, 2002
Solectron Corporation
777 Gibraltar Drive
Milpitas, California 95035
RE: SOLECTRON CORPORATION
PUBLIC OFFERING OF 9.625% SENIOR NOTES DUE 2009
Ladies and Gentlemen:
We have acted as counsel to Solectron Corporation, a Delaware
corporation (the "Company"), in connection with (i) the Company's registration
statement on Form S-3 (Registration No. 333-64454-01) filed by the Company
pursuant to the Securities Act of 1933, as amended (the "Act"), with the
Securities and Exchange Commission (the "Commission") on July 2, 2001, as
amended by Amendment No. 1 to such registration statement filed August 3, 2001
and by Amendment No. 2 to such registration statement filed August 28, 2001, and
as declared effective on August 29, 2001 (the "Registration Statement"), and the
related prospectus dated August 29, 2001, as supplemented by the prospectus
supplement dated February 1, 2002 (the final prospectus, in the form filed with
the Commission pursuant to Rule 424(b) of the rules and regulations under the
Act, the "Prospectus"), relating to the offering by the Company of $500,000,000
in aggregate principal amount of its 9.625% Senior Notes due 2009 (the
"Securities"), and (ii) that certain Underwriting Agreement dated February 1,
2002 (the "Underwriting Agreement") by and among Goldman, Sachs & Co., Banc of
America Securities LLC, J.P. Morgan Securities Inc., Scotia Capital (USA) Inc.
and BNP Paribas Securities Corp. (the "Underwriters") and the Company relating
to the offering of the Securities. This opinion is being furnished in accordance
with the requirements of Item 601(b)(5) of Regulation S-K under the Act.
As such counsel, we have examined originals, certified copies or copies
otherwise identified to us as being true copies of the originals, of the
following:
a. The Underwriting Agreement;
b. The Senior Debt Securities Indenture, dated as of February 6,
2002 (the "Base Indenture"), between the Company and State
Street Bank and Trust Company of California, N.A. ("State
Street Bank"), as trustee (the "Trustee"), as supplemented by
the First Supplemental Indenture, dated as of February 6, 2002
(the Base Indenture, as so supplemented, the "Indenture");
c. A specimen form of the Securities; and
Solectron Corporation
February 6, 2002
Page 2
d. Resolutions of the Board of Directors of the Company with
respect to the transactions covered by the opinions contained
herein and resolutions of the Pricing Committee of the Board
of Directors of the Company with respect to the issuance of
the Securities, as certified by the Secretary of the Company.
In addition, we have obtained from public officials and from officers
of the Company such other certificates and assurances, and we have examined such
corporate records of the Company, as we have considered necessary or appropriate
for the purpose of rendering the opinions contained in this letter.
We have assumed the following: (a) the authenticity of original
documents and the genuineness of all signatures; (b) the conformity to the
originals of all documents submitted to us as copies; (c) the truth, accuracy
and completeness of the information, factual matters and representations and
warranties contained in the records, documents, instruments and certificates we
have reviewed, except to the extent any such representations and warranties
constitute legal conclusions specifically covered in our opinions set forth
below; (d) the conformity of the issuance and sale of the Securities to the
manner stated in the Registration Statement and the Prospectus and the
compliance of such issuance and sale with applicable federal and state
securities laws; (e) except as specifically covered in the opinions set forth
below, the due authorization, execution and delivery on behalf of the respective
parties thereto of documents referred to herein and the legal, valid and binding
effect thereof on such parties; and (f) due authentication of the Securities by
the Trustee. As to any facts material to the opinions expressed herein that were
not independently established or verified, we have relied upon oral or written
statements and representations of officers and other representatives of the
Company and the Underwriters.
Members of our firm are admitted to the Bar of the States of California
and New York, and the opinions expressed herein are limited in all respects to
existing Federal laws of the United States, laws of the State of California,
laws of the State of New York, and the General Corporation Law of the State of
Delaware. Our opinions are limited to such laws as, in our experience, are
normally applicable to the transactions of the type contemplated by the
Underwriting Agreement, the Securities and the Indenture.
As to the validity and binding effect and enforceability of the
Securities, our opinions assume that the existing laws of the State of New York
apply and we express no opinion as to (i) the effect of any bankruptcy,
insolvency, reorganization, arrangement, fraudulent conveyance, moratorium or
other similar laws relating to or affecting the rights of creditors generally,
including, without limitation, laws relating to fraudulent transfers,
conveyances or preferences, (ii) rights to indemnification and contribution
which may be limited by applicable law or equitable principles, or (iii) the
effect of general principles of equity, including, without limitation, concepts
of materiality, reasonableness, good faith and fair dealing, and the possible
Solectron Corporation
February 6, 2002
Page 3
unavailability of specific performance, injunctive relief or other equitable
relief, and limitations on rights of acceleration, whether considered in a
proceeding in equity or at law.
On the basis of the foregoing and subject to the limitations and
qualifications set forth herein, we advise you that, in our opinion: (i) the
Securities have been duly authorized, executed, issued and delivered by the
Company; and (ii) the Securities constitute legal, valid and binding obligations
of the Company enforceable against the Company in accordance with their terms
and will be entitled to the benefits provided by the Indenture.
This letter is furnished to you solely for use in connection with the
Registration Statement and is not to be used, circulated, quoted or otherwise
referred to for any other purpose, or relied upon by any other person, without
our express written permission. We consent to the filing of this letter as an
exhibit to the Registration Statement and to the reference to our firm in the
Registration Statement. In giving such consent, we do not admit that we fall
within the category of persons whose consent is required under Section 7 of the
Act, or that we are "experts," as that term is used in the Act or in the rules
and regulations of the Commission thereunder, with respect to any part of the
Registration Statement, including this letter as an exhibit or otherwise.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI,
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati