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EXHIBIT 5.2
[EVANS, KEANE LLP LETTERHEAD]
June 11, 1998
MCMS, Inc.
16399 Franklin Road
Nampa, Idaho 83687
RE: Offer by MCMS, Inc. to Exchange its (i) Series B 9 3/4% Senior
Subordinated Notes due 2008 for any and all of its 9 3/4%
Senior Subordinated Notes due 2008 (ii) Series B Floating
Interest Rate Subordinated Term Securities due 2008 for any
and all of its Floating Interest Rate Subordinated Term
Securities due 2008 and (iii) Series B 12 1/2% Senior
Exchangeable Preferred Stock for any and all of its 12 1/2%
Senior Exchangeable Preferred Stock
Ladies and Gentlemen:
We are acting as special counsel to MCMS, Inc., an Idaho corporation
(the "Company"), in connection with the proposed registration of up to
$47,500,000 (475,000 shares) of the Company's Series B 12 1/2% Senior
Exchangeable Preferred Stock (the "Exchange Preferred Stock"). The Exchange
Preferred Stock is being registered pursuant to a Registration Statement on Form
S-4, Registration No. 333-50981, originally filed with the Securities and
Exchange Commission (the "Commission") on April 24, 1998 under the Securities
Act of 1933, as amended (the "Securities Act") (such Registration Statement, as
amended or supplemented, is hereinafter referred to as the "Registration
Statement"), for the purpose, inter alia, of effecting an exchange offer (the
"Exchange Offer") for the Company's 12 1/2% Senior Exchangeable Preferred Stock
(the "Preferred Stock"). The Exchange Preferred Stock are to be issued pursuant
to the Certificate of Designation of the Powers, Preferences and Relative,
Participating, Optional and Other Special Rights of 12 1/2% Senior Exchangeable
Preferred Stock and 12 1/2% Series B Senior Exchangeable Preferred Stock and
Qualifications, Limitations and Restrictions Thereof, as filed with the Idaho
Secretary of State on February 24, 1998 (the "Certificate of Designation"), in
exchange for and in replacement of the Company's outstanding Preferred Stock, of
which $25,000,000 in liquidation preference is outstanding.
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MCMS, Inc.
June 11, 1998
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In connection with the Exchange Offer, we have examined originals, or
copies certified or otherwise identified to our satisfaction, of such documents,
corporate records and other instruments as we have deemed necessary for the
purposes of this opinion, including (i) the corporate and organizational
documents of the Company, (ii) minutes and records of the corporate proceedings
of the Company with respect to the issuance of the Exchange Preferred Stock,
(iii) the Registration Statement and exhibits thereto, and (iv) the Certificate
of Designation.
For purposes of this opinion, we have assumed the authenticity of all
documents submitted to us as originals, the conformity to the originals of all
documents submitted to us as copies and the authenticity of the originals of all
documents submitted to us as copies. We have also assumed the genuineness of the
signatures of persons signing all documents in connection with which this
opinion is rendered, the authority of such persons signing on behalf of the
parties thereto, and the due authorization, execution and delivery of all
documents by the parties thereto. As to any facts material to the opinions
expressed herein which we have not independently established or verified, we
have relied upon statements and representations of officers and other
representatives of the Company and others.
Based upon and subject to the foregoing qualifications, assumptions and
limitations and the further limitations set forth below, we are of the opinion
that the Exchange Preferred Stock has been duly authorized and when, as and if
(i) the Registration Statement shall have become effective pursuant to the
provisions of the Securities Act, (ii) the Company's Preferred Stock shall have
been validly tendered to the Company; and (iii) the Exchange Preferred Stock
shall have been issued in the form and containing the terms described in the
Registration Statement, the Certificate of Designation, the resolutions of the
Company's Board of Directors (or authorized committee thereof) authorizing the
foregoing and any legally required consents, approvals, authorizations and other
order of the Commission and any other regulatory authorities to be obtained, the
Exchange Preferred Stock will be validly issued, fully paid and non-assessable.
Our opinion expressed above is subject to the qualifications that we
express no opinion as to the applicability of, compliance with, or effect of (i)
any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent
conveyance, moratorium or other similar law affecting the enforcement of
creditors' rights generally, (ii) general principles of equity (regardless of
whether enforcement is considered in a proceeding in equity or at law), (iii)
public policy considerations which may limit the rights of parties to obtain
certain remedies; and (iv) any laws except the Idaho Business Corporation Act as
in effect in the State of Idaho. Without limiting the generality of the
foregoing, we specifically express no opinion as to the application of ,
compliance with or effect of (a) application of the laws of the United States of
America, including without limitation the Securities Act of 1933, as amended,
and rules, regulations and interpretations thereunder and the Securities
Exchange Act of 1934, as amended, and rules, regulations and interpretations
thereunder; and (b) blue sky laws of any state (including Idaho). We express no
opinion as to matters contained
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MCMS, Inc.
June 11, 1998
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in the Registration Statement other than the issuance by the Company of the
Exchange Preferred Stock. We advise you that issues addressed by this letter may
be governed in whole or in part by other laws, but we express no opinion as to
whether any relevant difference exists between the laws upon which our opinions
are based and any other laws which may actually govern. For purposes of this
opinion we have relied upon recent certificates issued by the Idaho Secretary of
State with respect to the Company, and such opinion is not intended to provide
any conclusion or assurance beyond that conveyed by such certificates. We have
assumed without investigation that there has been no relevant change or
development between the respective dates of such certificates and the date of
this letter.
We hereby consent to the filing of this opinion as Exhibit 5.2 to the
Registration Statement, and to the reference to our firm under the heading
"Legal Matters" in the prospectus constituting a part of the Registration
Statement. In giving this consent, we do not thereby admit that we are in the
category of persons whose consent is required under Section 7 of the Securities
Act or the rules and regulations of the Commission.
This opinion is limited to the specific issues addressed herein, and no
opinion is implied or may be inferred beyond the matters expressly stated
herein. This opinion is delivered and is effective as of the date of this
opinion first shown above. Accordingly, this opinion is based on matters
existing on such date and we undertake no, and hereby disclaim any, obligation
after the date of this opinion to advise you of any change in any of the
opinions rendered herein or any change in any of the facts upon which any such
opinions may be based, and we assume no obligation to revise or supplement this
opinion should the present Idaho Business Corporation Act be changed by
legislative action, judicial decision or otherwise.
This opinion is furnished to you in connection with the filing of the
Registration Statement, and is not to be used, circulated, quoted or otherwise
relied upon for any other purposes.
Very truly yours,
EVANS, KEANE LLP