Exhibit 5.01
[On the letterhead of Allen & Gledhill]
26 July 2004
Flextronics International Ltd.
2 Changi South Lane
Singapore 486123
Dear Sirs
Flextronics International Ltd. (the "COMPANY")
Registration Statement On Form S-3
1. We refer to the Registration Statement on Form S-3 (File No. 333-89944)
(the "REGISTRATION STATEMENT") filed by the Company with the Securities
and Exchange Commission on 6 June 2002, as amended on 28 August 2002, in
connection with the Company's proposed issuance and sale, from time to
time, of (i) debt securities, which may be secured or unsecured, senior or
subordinated and which may or may not be convertible into ordinary shares
of S$0.01 each ("Ordinary Shares") in the capital of the Company, (ii)
Ordinary Shares and (iii) warrants for the purchase of debt securities or
Ordinary Shares. You have advised us that the Ordinary Shares to which the
Registration Statement relates (the "Registration Shares") may be sold
from time to time on a delayed or continuous basis as set forth in the
Registration Statement, the Prospectus contained therein and the
supplements to the Prospectus.
2. This opinion is rendered in connection with the offer, issue and sale in
the United States of America (the "OFFERING") of up to 24,330,900 new
Ordinary Shares (the "OFFERING SHARES"), which are being offered by
Citigroup Global Markets Inc., Banc of America Securities LLC, Scotia
Capital (USA) Inc. and RBC Capital Markets Corporation (together the
"Underwriters"), pursuant to the Underwriting Agreement (the "AGREEMENT")
dated 22 July 2004 made between (1) the Company, and (2) Citigroup Global
Markets Inc. and Banc of America Securities LLC, as representatives of the
Underwriters. We have assumed that the Offering Shares comprise part of
the Registration Shares.
3. For the purpose of rendering this opinion, we have examined:
3.1 a copy of the signed Agreement as provided to us by electronic mail
on 26 July 2004;
3.2 the Registration Statement as provided to us by electronic mail on
26 July 2004, including a Prospectus (the "PROSPECTUS") dated 28
August 2004 and as provided to us by electronic mail on 26 July
2004;
3.3 the Prospectus Supplement (to the Prospectus) dated 23 July 2004
(the "PROSPECTUS SUPPLEMENT") relating to the Offering Shares filed
with the Securities and Exchange Commission on or about 26 July 2004
and as provided to us by electronic mail on 26 July 2004;
3.4 copies of all resolutions of the Board of Directors of the Company
and of the shareholders of the Company passed since the date of
incorporation of the Company up to 22 July 2004 relating to the
authorisation for the issue of and the allotment and issue of the
shares in the capital of the Company (the "COMPANY'S RESOLUTIONS");
3.5 the final form of the resolutions of the Board of Directors of the
Company passed on 22 July 2004 (the "COMPANY'S BOARD RESOLUTIONS")
relating to the authorisation for the issue of and the allotment and
issue of the Offering Shares, as provided to us by electronic mail
on 24 July 2004; and
3.6 such other documents as we have considered necessary or desirable to
examine in order that we may give this opinion.
4. We have assumed:
4.1 that the Agreement has been executed by each of the parties
expressed to be a party thereto in the form examined by us for the
purpose of rendering this opinion, duly and properly completed;
4.2 the genuineness of all signatures on all documents and the
completeness, and the conformity to original documents, of all
copies submitted to us;
4.3 the correctness of all facts stated in the Agreement, the
Registration Statement, the Prospectus and the Prospectus Supplement
(other than those which are the subject of our opinion below);
4.4 that copies of the Company's Resolutions and the Company's Board
Resolutions submitted to us for examination are true, complete and
up-to-date copies and that the Company's Resolutions and the
Company's Board Resolutions have not been rescinded or modified and
they remain in full force and effect and that no other resolution or
other action has been taken which could affect the validity of the
Company's Resolutions or the Company's Board Resolutions;
4.5 that the total issued and paid-up share capital of the Company
consequent upon the issue by the Company of the Offering Shares on
28 July 2004 pursuant to the Agreement will not exceed the
authorised share capital of the Company as at 28 July 2004;
4.6 that the Offering Shares will be duly offered, sold and delivered in
accordance with the terms of the Agreement and, in particular, the
selling restrictions referred to in paragraph 5 below have been and
will be complied with in all respects; and
4.7 that the Company's Board Resolutions have been passed and signed in
the form provided to us by electronic mail on 24 July 2004.
5. We have advised that, as no prospectus in connection with the Offering has
been registered with the Monetary Authority of Singapore, the Prospectus,
the Prospectus Supplement and any other document or material in connection
with the offer or sale, or invitation for subscription or purchase, of the
Offering Shares may not be circulated or distributed, nor may the Offering
Shares be offered or sold, or be made the subject of an invitation for
subscription or purchase, whether directly or indirectly, (i) to persons
in Singapore other than under circumstances in which such offer, sale or
invitation does not constitute an offer or sale, or invitation for
subscription or purchase, of the Offering
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Shares to the public in Singapore or (ii) to the public or any member of
the public in Singapore other than pursuant to, and in accordance with the
conditions of, an exemption invoked under the applicable provisions of
Singapore laws and to persons to whom the Offering Shares may be offered
or sold under such exemption.
6. As your Singapore counsel, we have examined the proceedings taken by the
Company in connection with the proposed allotment and issue of the
Offering Shares pursuant to the Agreement. We have also made such other
examinations of law and fact as we have considered necessary in order to
form a basis for the opinion hereafter expressed.
7. Based on the foregoing, we are of the opinion that the Offering Shares to
be allotted and issued by the Company in accordance with the Agreement
against payment of the agreed consideration therefor in accordance with
the provisions of the Agreement will, upon the issue of share certificate
representing such Offering Shares in accordance with the Articles of
Association of the Company, be validly issued, fully-paid and
non-assessable. The term "non-assessable" as used in this opinion means
under Singapore laws, that the Offering Shares when allotted and issued
would be fully paid up and the persons to whom the Offering Shares are
issued would be under no further personal liability to contribute to the
assets or liabilities of the Company in their capacities purely as holders
of such Offering Shares.
8. We consent to the filing of this opinion as Exhibit 5.1 to the Company's
Form 8-K dated 22 July 2004, to the incorporation by reference of this
opinion into the Registration Statement, and to the use of our name under
the caption "Legal Matters" in the Registration Statement and in the
Prospectus included therein and the Prospectus Supplement related thereto.
Yours faithfully
/s/ Allen & Gledhill
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