Exhibit 5.01
[DRAFT - On the letterhead of Allen & Gledhill]
[ ] 2004
Flextronics International Ltd.
One Marina Boulevard, #28-00
Singapore 018989
Dear Sirs
REGISTRATION STATEMENT ON FORM S-3 OF FLEXTRONICS INTERNATIONAL LTD.
1. We have acted as legal advisers in Singapore to Flextronics
International Ltd. (the "COMPANY") in connection with the issue and
private offering in the United States of America by the Company, acting
through its branch office in Hong Kong, of US$200,000,000 in aggregate
principal amount of Convertible Junior Subordinated Notes due 2008 (the
"NOTES") under the Note Purchase Agreement (defined below), convertible
into ordinary shares of S$0.01 each (the "ORDINARY SHARES") in the
capital of the Company as described in the Registration Statement on
Form S-3 (the "REGISTRATION STATEMENT") dated [ ] 2004 under the
Securities Act of 1933, as amended (the "SECURITIES ACT").
2. For the purpose of rendering this opinion, we have examined:
(i) a copy of the Registration Statement;
(ii) an executed copy of the Note Purchase Agreement (the "NOTE
PURCHASE AGREEMENT") dated 2 March 2003 between the Purchasers
named therein and the Company, as provided to us by electronic
mail on 15 March 2003;
(iii) copies of the Memorandum and Articles of Association of the
Company and its Certificate of Incorporation of Private Company,
Certificate of Incorporation on Conversion to a Public Company
and Certificate of Incorporation on Change of Name of Company;
(iv) 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 [ ] 2004 relating to
the authorisation for the authorised share capital and the
allotment and issue of the shares in the capital of the Company
(the "COMPANY'S RESOLUTIONS") which were provided to us for
inspection by the Company;
(v) faxed copies of the resolutions of the Board of Directors of the
Company passed on 28 February 2003, less all attachments and
tabled documents referred to in such resolutions (the "COMPANY'S
BOARD RESOLUTIONS"); and
(vi) such other documents as we have considered necessary or
desirable to examine in order that we may render this opinion.
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3. We have assumed:
(i) the genuineness of all signatures on all documents and the
completeness, and the conformity to original documents, of all
copies submitted to us;
(ii) that copies of the Memorandum and Articles of Association, the
Certificate of Incorporation of Private Company, the Certificate
of Incorporation on Conversion to a Public Company and the
Certificate of Incorporation on Change of Name of Company of the
Company submitted to us for examination are true, complete and
up-to-date copies;
(iii) 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;
(iv) that each of the Note Purchase Agreement and the Notes
constitutes legal, valid, binding and enforceable obligations of
the parties thereto for all purposes under the laws of the State
of New York by which they are expressed to be governed;
(v) that the total issued share capital of the Company consequent
upon the issue by the Company of Ordinary Shares upon conversion
of the Notes from time to time will not exceed the authorised
share capital of the Company as at that time;
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(vi) that there shall be subsisting a valid authority given pursuant
to Section 161 of the Companies Act, Chapter 50 of Singapore for
the issue of the Ordinary Shares from time to time;
(vii) that the Ordinary Shares will not be issued at a discount to the
par value of the Ordinary Shares; and
(viii) that the Ordinary Shares will not be issued in contravention of
the Memorandum and Articles of Association of the Company and
all applicable laws and regulations.
4. Based on the foregoing and subject to any matters not disclosed to us,
we are of the opinion that the Ordinary Shares have been duly authorised
and, when issued upon conversion of the Notes in accordance with the
terms thereof and upon the issue of share certificates representing the
Ordinary Shares in accordance with the Articles of Association of the
Company, the Ordinary Shares will be validly issued and fully paid and
non-assessable. For the purposes of this opinion we have assumed that
the term "non-assessable" in relation to the Ordinary Shares means under
Singapore law that holders of such Ordinary Shares, having fully paid up
all amounts due on such Ordinary Shares as to nominal amount and premium
thereon, are under no further personal liability to contribute to the
assets or liabilities of the Company in their capacities purely as
holders of such Ordinary Shares.
5. This opinion relates only to the laws of general application of
Singapore as at the date hereof and as currently applied by the
Singapore courts, and is given on the basis that it will be governed by
and construed in accordance with the laws of Singapore. We have made no
investigation of, and do not express or imply any views on, the laws of
any country other than Singapore. In respect of the issue and
registration of the Notes and the issue of the Ordinary Shares from time
to time, we have assumed due compliance with all matters concerning
United States Federal laws, California laws and New York laws and the
laws of all other relevant jurisdictions other than Singapore.
6. The qualifications to which this opinion is subject are as follows:
(i) enforcement of the obligations of the Company under the Note
Purchase Agreement and the Notes may be affected by prescription
or lapse of time, bankruptcy, insolvency, liquidation,
reorganisation, reconstruction or similar laws generally
affecting creditors' rights;
(ii) the power of the Singapore courts to grant equitable remedies
such as injunction and specific performance is discretionary and
accordingly a Singapore court may make an award of damages where
an equitable remedy is sought;
(iii) where under the Note Purchase Agreement or the Notes, any person
is vested with a discretion or may determine a matter in its
opinion, Singapore law may require
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that such discretion is exercised reasonably or that such
opinion is based upon reasonable grounds;
(iv) by virtue of the Limitation Act, Chapter 163 of Singapore,
failure to exercise a right of action for more than six years
will operate as a bar to the exercise of such right and failure
to exercise such a right for a lesser period may result in such
right being waived;
(v) a Singapore court may stay proceedings if concurrent proceedings
are brought elsewhere;
(vi) where obligations are to be performed in a jurisdiction outside
Singapore, they may not be enforceable in Singapore to the
extent that performance would be illegal or contrary to public
policy under the laws of that jurisdiction;
(vii) any provision in the Note Purchase Agreement and the Notes as to
severability may not be binding under the laws of Singapore and
the question of whether or not provisions which are illegal,
invalid or unenforceable may be severed from other provisions in
order to save such other provisions depends on the nature of the
illegality, invalidity or unenforceability in question and would
be determined by a Singapore court at its discretion;
(viii) we express no opinion as to events and conditions which might
violate covenants, restrictions or provisions with respect to
financial ratios or tests or any contractual provision measured
by the financial conditions or results of operation of the
Company or any of its subsidiaries;
(ix) a Singapore court may refuse to give effect to clauses in the
Note Purchase Agreement in respect of the costs of unsuccessful
litigation brought before a Singapore court or where the court
has itself made an order for costs;
(x) we express no opinion on the legality or enforceability of the
performance by the Company of its obligations of indemnification
or contribution set forth in the Note Purchase Agreement;
(xi) any term of an agreement may be amended orally by all the
parties notwithstanding provisions to the contrary in the Note
Purchase Agreement and the Notes;
(xii) provisions in the Note Purchase Agreement and the Notes relating
to any additional interest or other sum imposed by the Note
Purchase Agreement and the Notes on the Company where it has
defaulted in the performance of any of its obligations may not
be enforceable in a Singapore court if they are construed as a
penalty;
(xiii) this opinion is given on the basis that there has been no
amendment to or termination or replacement of the documents,
authorisations and approvals referred to in paragraph 2 of this
opinion and on the basis of the laws of Singapore in force as at
the date of this opinion. This opinion is also given on the
basis that we undertake no responsibility to notify any
addressee of this opinion of any change in the laws of Singapore
after the date of this opinion; and
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(xiv) except as may be provided for under the Contracts (Rights of
Third Parties) Act, Chapter 53B of Singapore, under general
principles of Singapore law, a person who is not a contracting
party to an agreement is not entitled to the benefits of the
agreement and may not enforce the agreement.
7. Our opinion is strictly limited to the matters stated herein and is not
to be read as extending by implication to any other matter in connection
with the Notes and the Ordinary Shares or otherwise including, but
without limitation, any other document signed in connection with the
Notes.
8. We consent to the filing of this legal opinion as Exhibit 5.01 to the
Registration Statement and to the reference to this firm under the
caption "Legal Matters" in the Registration Statement. In giving this
consent, we do not thereby admit that we are included in the category of
persons whose consent is required under Section 7 of the Securities Act
or the rules or regulations of the U.S. Securities and Exchange
Commission.
Yours faithfully:
DRAFT