EXHIBIT 5.1
KIRKLAND & ELLIS
PARTNERSHIPS INCLUDING PROFESSIONAL CORPORATIONS
200 East Randolph Drive
Chicago, Illinois 60601
To Call Writer Direct: 312 861-2000 Facsimile:
312 861-2000 312 861-2200
November 19, 1999
ChipPAC International Company Limited
ChipPAC, Inc.
ChipPAC (Barbados) Ltd.
ChipPAC Limited
ChipPAC Korea Company Ltd.
ChipPAC Luxembourg S.a.R.L.
ChipPAC Liquidity Management Hungary
Limited Liability Company
3151 Coronado Drive
Santa Clara, California 95404
Re: ChipPAC International Company Limited
ChipPAC, Inc.
ChipPAC (Barbados) Ltd.
ChipPAC Limited
ChipPAC Korea Company Ltd.
ChipPAC Luxembourg S.a.R.L.
ChipPAC Liquidity Management Hungary
Limited Liability Company
Registration Statement on Form S-4
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Ladies and Gentlemen:
We are issuing this opinion letter in our capacity as special legal counsel
to ChipPAC International Company Limited, a British Virgin Islands corporation
(the "Issuer"), and ChipPAC, Inc., a California corporation, ChipPAC (Barbados)
Ltd., a corporation formed under the laws of Barbados, ChipPAC Limited, a
British Virgin Islands corporation, ChipPAC Korea Company Ltd., a company formed
under the laws of the Republic of Korea, ChipPAC Luxembourg S.a.R.L., a company
formed under the laws of Luxembourg, and ChipPAC Liquidity Management Hungary
Limited Liability Company, a company formed under the laws of Hungary
(collectively, the "Guarantors" and, together with the Issuer, the
"Registrants") in connection with the proposed
KIRKLAND & ELLIS
ChipPAC International Company Limited
ChipPAC, Inc.
ChipPAC (Barbados) Ltd.
ChipPAC Limited
ChipPAC Korea Company Ltd.
ChipPAC Luxembourg S.a.R.L.
ChipPAC Liquidity Management Hungary
Limited Liability Company
November 19, 1999
Page 2
registration by the Issuer of up to $150,000,000 in aggregate principal amount
of the Issuer's 12 3/4% Series B Senior Subordinated Notes Due 2009 (the
"Exchange Notes"), pursuant to a Registration Statement on Form S-4 filed with
the Securities and Exchange Commission (the "Commission") on November 19, 1999,
under the Securities Act of 1933, as amended (the "Act") (such Registration
Statement, as amended or supplemented, is hereinafter referred to as the
"Registration Statement"). The obligations of the Issuer under the Exchange
Notes will be guaranteed by the Guarantors (the "Guarantees"). The Exchange
Notes and the Guarantees are to be issued pursuant to the Indenture (the
"Indenture"), dated as of July 29, 1999 (and as amended on August 5, 1999), by
and among the Registrants and Firstar Bank of Minnesota, N.A., as Trustee, in
exchange for and in replacement of the Issuer's outstanding 12 3/4% Senior
Subordinated Notes Due 2009 (the "Old Notes"). We have been informed that
$150,000,000 in aggregate principal amount of Old Notes was outstanding as of
November 19, 1999.
In that connection, 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) Amended and Restated Articles of Incorporation of
ChipPAC, Inc., (ii) Amended and Restated Bylaws of ChipPAC, Inc., (iii) minutes,
dated as of July 21, 1999, of the Board of Directors of ChipPAC, Inc. with
respect to the issuance of the Exchange Notes and the Guarantees, (iv) the
Registration Statement and (v) the Notes Registration Rights Agreement, dated as
of July 29, 1999, by and among the Registrants, Credit Suisse First Boston
Corporation and Donaldson, Lufkin & Jenrette Securities Corporation.
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 other than ChipPAC, Inc. and the due authorization, execution
and delivery of all documents, including the
KIRKLAND & ELLIS
ChipPAC International Company Limited
ChipPAC, Inc.
ChipPAC (Barbados) Ltd.
ChipPAC Limited
ChipPAC Korea Company Ltd.
ChipPAC Luxembourg S.a.R.L.
ChipPAC Liquidity Management Hungary
Limited Liability Company
November 19, 1999
Page 3
Exchange Notes, the Indenture and Guarantees, by the parties thereto other than
ChipPAC, Inc. 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 Registrants and
others.
Our opinion expressed below 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 internal laws of the States of New
York and California, the General Corporation Law of the State of Delaware and
the federal laws of the United States of America.
Based upon and subject to the assumptions, qualifications, exclusions and
other limitations contained in this letter, we are of the opinion that when (i)
the Registration Statement becomes effective, (ii) the Indenture has been duly
qualified under the Trust Indenture Act of 1939, as amended and (iii) the
Exchange Notes and the Guarantees have been duly executed and authenticated in
accordance with the provisions of the Indenture and duly delivered to the
purchasers thereof in exchange for the Old Notes, the Exchange Notes and the
Guarantees will be validly issued and will be legal and binding obligations of
the Registrants.
We hereby consent to the filing of this opinion with the Commission as
Exhibit 5.1 to the Registration Statement. We also consent to the reference to
our firm under the heading "Legal Matters" in 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 Act or the rules and
regulations of the Commission.
KIRKLAND & ELLIS
ChipPAC International Company Limited
ChipPAC, Inc.
ChipPAC (Barbados) Ltd.
ChipPAC Limited
ChipPAC Korea Company Ltd.
ChipPAC Luxembourg S.a.R.L.
ChipPAC Liquidity Management Hungary
Limited Liability Company
November 19, 1999
Page 4
This opinion is limited to the specific issues addressed herein, and no
opinion may be inferred or implied beyond that expressly stated herein. We
assume no obligation to revise or supplement this opinion should the present
laws of the States of New York or California or the General Corporation Law of
the State of Delaware or the federal law of the United States 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 purpose.
Sincerely,
/s/ Kirkland & Ellis
Kirkland & Ellis