EXHIBIT 5.1
[WSGR Letterhead]
May 12, 2003
Sanmina-SCI Corporation
2700 North First Street
San Jose, California 95134
Re: Sanmina-SCI Corporation - Exchange of $750,000,000 of its
Outstanding 10.375% Senior Secured Notes due January 15, 2010
Ladies and Gentlemen:
We have acted as special counsel to Sanmina-SCI Corporation, a Delaware
corporation (the "Company"), and the Company's subsidiary guarantors named in
Schedule I hereto (the "Subsidiary Guarantors" and, together with the Company,
the "Registrants"), in connection with the filing by the Registrants with the
Securities and Exchange Commission (the "Commission") of a registration
statement on Form S-4 (the "Registration Statement") under the Securities Act of
1933, as amended (the "Securities Act"). Pursuant to the Registration Statement,
the Company is registering under the Securities Act an aggregate of up to
$750,000,000 in principal amount of its 10.375% Senior Secured Notes due January
15, 2010 (the "Exchange Notes") to be issued in exchange (the "Exchange Offer")
for a like principal amount of the Company's outstanding 10.375% Senior Secured
Notes due January 15, 2010 (the "Outstanding Notes") upon the terms set forth in
the Registration Statement and the letter of transmittal filed as an exhibit
thereto. The Outstanding Notes are guaranteed by each of the Subsidiary
Guarantors (each, an "Outstanding Guarantee" and collectively, the "Outstanding
Guarantees"). The Registration Statement also covers issuance of the guarantees
by each of the Subsidiary Guarantors of the Exchange Notes pursuant to the
Exchange Offer (the "Exchange Notes Guarantees" and, together with the
Outstanding Guarantees, the "Guarantees"). The Exchange Notes and the Exchange
Notes Guarantees to be issued pursuant to the Exchange Offer are collectively
referred to herein as the "Securities." The Outstanding Notes and Outstanding
Guarantees were issued, and the Securities will be issued, pursuant to an
Indenture, dated as of December 23, 2002 (the "Indenture"), among the Company,
the Subsidiary Guarantors and U.S. Bank National Association (as successor to
State Street Bank and Trust Company of California, N.A.), as trustee (the
"Trustee").
In rendering the opinions expressed below, we have examined originals or
copies of: (a) the Registration Statement, in the form filed with the
Commission; (b) the Exchange and Registration Rights Agreement, dated as of
December 23, 2002 (the "Registration Rights Agreement"), by and among the
Company, the Subsidiary Guarantors and the initial purchasers listed therein;
(c) the Indenture; (d) specimens of the certificates representing the Exchange
Notes and the Exchange Notes Guarantees, included as exhibits to the Indenture;
and (e) the
Sanmina-SCI Corporation
May 12, 2003
Page 2
other documents delivered by or on behalf of the Company, the Subsidiary
Guarantors and the Trustee as of the date hereof in connection with the delivery
of the Securities. We have also examined such other documents as we have deemed
necessary or appropriate as a basis for the opinions set forth below.
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) that the Indenture is a legal and
binding obligation of the Trustee and that the Exchange Notes will be duly
authenticated by the Trustee; and (d) the legal capacity of natural persons.
Insofar as our opinions set forth herein relate to the validity, binding effect
or enforceability of any agreement or obligation of the Company or the
Subsidiary Guarantors, we have assumed that each other party to such agreement
or obligation has satisfied those legal requirements that are applicable to it
to the extent necessary to make such agreement or obligation enforceable against
it. 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 Subsidiary Guarantors.
Members of our firm are admitted to the bar in the State of California,
the State of New York and the State of Texas, and we express no opinion as to
any matter relating to laws of any jurisdiction other than the federal laws of
the United States of America, the Delaware General Corporation Law (the "DGCL"),
the Delaware Limited Liability Company Act (the "DLLCA"), the laws of the State
of New York (but only with respect to our opinions as to the validity, binding
effect and enforceability of the Securities), the Texas Business Corporation
Act, the Texas Revised Limited Partnership Act, and the laws of the State of
California, as such are in effect on the date hereof, and we have made no
inquiry into, and we express no opinion as to, the statutes, regulations,
treaties, common laws or other laws of any other nation, state or jurisdiction.
We are not licensed to practice law in the State of Delaware and, accordingly,
our opinions as to the DGCL and DLLCA are based solely on a review of the
official statutes of the State of Delaware.
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, (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, the effect of judicial discretion and the possible
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.
We express no opinion as to the applicability to the obligations of the
Company and the Subsidiary Guarantors (or the enforceability of such
obligations) of Section 548 of the Bankruptcy Code, Article 10 of the New York
Debtor and Creditor Law or California Civil Code
Sanmina-SCI Corporation
May 12, 2003
Page 3
Section 3439, or any other provision of law, relating to fraudulent conveyances,
transfers or obligations.
To the extent relevant to the opinions set forth below, we have assumed
that the Trustee is duly organized, validly existing and in good standing under
the laws of its jurisdiction of organization; that the Trustee is duly qualified
to engage in the activities contemplated by the Indenture and is duly qualified
and eligible under the terms of the Indenture to act as trustee thereunder; that
the Indenture was duly authorized, executed and delivered by the Trustee; that
the Indenture is a valid and binding obligation of the Trustee; that the Trustee
is in compliance, generally with respect to acting as a trustee under the
Indenture, with all applicable laws and regulations; and that the Trustee has
the requisite organizational and legal power and authority to perform its
obligations under the Indenture.
With regard to our opinion in paragraph 2 below relating to the valid and
binding obligation of the Exchange Notes Guarantees by Subsidiary Guarantors
incorporated in states other than California, Delaware, New York or Texas, we
have assumed that such Subsidiary Guarantors are validly existing and in good
standing in their respective jurisdictions of incorporation, have the power,
corporate or otherwise, to enter into and perform all of their respective
obligations under the Indenture and the Exchange Notes Guarantees, have duly
authorized, executed and delivered the Indenture and will, upon consummation of
the Exchange Offer, have duly authorized, executed and delivered the Exchange
Notes Guarantees.
This opinion letter speaks only at and as of its date and is based solely
on the facts and circumstances known to us at and as of such date. We express no
opinion as to the effect on rights under the Indenture of any statute, rule,
regulation, or other law which is enacted or becomes effective after, or of any
court decision which changes the law relevant to such rights which is rendered
after, the date of this opinion letter, or of the conduct of the parties
following the closing of the contemplated transaction. In rendering this opinion
letter, we assume no obligation to revise or supplement this opinion letter
should the present laws of the jurisdictions mentioned herein be changed by any
legislative action, judicial decision or otherwise.
On the basis of the foregoing and in reliance thereon and having regard
for legal considerations which we deem relevant, and subject to the limitations
and qualifications set forth herein, we advise you that in our opinion:
1. When (i) the Registration Statement, as finally amended (including
all necessary post-effective amendments, if any), shall have become effective
under the Securities Act and (ii) the Exchange Notes have been duly executed and
delivered by the Company and authenticated by the Trustee in accordance with the
provisions of the Indenture, and exchanged for the Outstanding Notes in
accordance with the terms of the Exchange Offer, the Exchange Notes will
constitute 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; and
Sanmina-SCI Corporation
May 12, 2003
Page 4
2. When (i) the Registration Statement, as finally amended (including
all necessary post-effective amendments, if any) shall have become effective
under the Securities Act, (ii) the Exchange Notes have been duly executed and
delivered by the Company and authenticated by the Trustee in accordance with the
provisions of the Indenture, and exchanged for the Outstanding Notes in
accordance with the terms of the Exchange Offer, and (iii) the Exchange Notes
Guarantees have been duly executed and delivered by the respective Subsidiary
Guarantor in accordance with the provisions of the Indenture, and exchanged for
the Outstanding Guarantees in accordance with the terms of the Exchange Offer,
the Exchange Notes Guarantees will constitute valid and binding obligations of
the applicable Subsidiary Guarantor enforceable against such Subsidiary
Guarantor in accordance with their terms, and will be entitled to the benefits
provided by the Indenture.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the prospectus forming part of the Registration Statement and any
amendments thereto. In giving such consent, we do not concede that we are
experts within the meaning of the Securities Act or the rules and regulations
thereunder or that this consent is required by Section 7 of the Securities Act.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI,
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati,
Professional Corporation
SCHEDULE I
SUBSIDIARY GUARANTORS
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Essex Acquisition Subsidiary, Inc.
Hadco Corporation
Hadco Santa Clara, Inc.
Interagency, Inc.
Interworks Computer Products
Manutronics, Inc.
Moose Acquisition Subsidiary, Inc.
Sanmina Canada Holdings, Inc.
Sanmina Enclosure Systems USA Inc.
SCI Enclosures (Denton), Inc.
Sanmina General, L.L.C.
Sanmina-SCI Systems (Alabama), Inc.
Sanmina-SCI Systems Enclosures, LLC
Sanmina Limited, L.L.C.
Sanmina Texas, L.P.
Sanmina-SCI, LLC
Scimex, Inc.
SCI Holdings, Inc.
SCI Plant No. 2, L.L.C.
SCI Plant No. 3, L.L.C.
SCI Plant No. 4, L.L.C.
SCI Plant No. 5, L.L.C.
SCI Plant No. 12, L.L.C.
SCI Plant No. 22, L.L.C.
SCI Plant No. 27, L.L.C.
SCI Plant No. 30, L.L.C.
SCI Systems, Inc.
SCI Technology, Inc.
Viking Components Incorporated