EXHIBIT 5.1
July 21, 2003
Jabil Circuit, Inc.
10560 Dr. Martin Luther King, Jr. Street North
St. Petersburg, FL 33716
Re: Issuance and Sale by Jabil Circuit, Inc. of $300,000,000
5.875% Senior Notes due 2010
Ladies and Gentlemen:
We have acted as counsel to Jabil Circuit, Inc., a Delaware corporation
(the "Company"), in connection with the registration under the Securities Act of
1933, as amended (the "Act"), of $300,000,000 aggregate principal amount of the
Company's 5.875% Senior Notes due July 15, 2010 (the "Senior Notes"). The Senior
Notes are being issued pursuant to an indenture for the senior debt securities
described therein (the "Senior Indenture") dated as of July 21, 2003, by and
between the Company and The Bank of New York, as trustee (the "Trustee"), as
supplemented by the first supplemental indenture (the "First Supplemental
Indenture," and together with the Senior Indenture, the "Indenture") dated as of
July 21, 2003, by and between the Company and the Trustee. The Senior Notes are
to be sold as set forth in the Registration Statement on Form S-3 (File No.
333-42992), filed on August 3, 2000 (the "Registration Statement") with the
Securities and Exchange Commission (the "Commission") under the Act, the
Prospectus dated July 14, 2003 (the "Prospectus"), the Prospectus Supplement
dated July 15, 2003 (the "Prospectus Supplement") and pursuant to the Terms
Agreement dated July 15, 2003 between the Company and Banc One Capital Markets,
Inc. and the underwriters named therein, which incorporates by reference the
"Jabil Circuit, Inc. - Underwriting Agreement Basic Terms" (collectively, the
"Underwriting Agreement").
This letter is governed by, and shall be interpreted in accordance
with, the Legal Opinion Accord (the "Accord") of the ABA Section of Business Law
(1991). As
Jabil Circuit, Inc.
August 3, 2000
Page 2
a consequence, it is subject to a number of qualifications, exceptions,
definitions, limitations on coverage and other limitations, all as more
particularly described in the Accord, and this letter should be read in
conjunction therewith.
We have examined instruments, documents and records which we deemed
relevant and necessary for the basis of our opinion hereinafter expressed. In
such examination, we have assumed (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 and (c) the truth, accuracy and completeness
of the information, representations and warranties contained in the records,
documents, instruments and certificates we have reviewed.
Based on such examination and subject to the foregoing exceptions,
qualifications, and limitations, we are of the opinion that, when the Senior
Notes have been duly completed, executed, authenticated and delivered in
accordance with the Indenture and sold pursuant to the Underwriting Agreement
and as described in the Registration Statement, the Prospectus and the
Prospectus Supplement relating thereto, the Senior Notes will be legal, valid
and binding obligations of the Company, entitled to the benefits of the
Indenture.
We hereby consent to the filing of this opinion as an exhibit to the
above-referenced Registration Statement and the use of our name wherever it
appears in the Registration Statement, the Prospectus, the Prospectus
Supplement, and in any amendment or supplement thereto. In giving such consent,
we do not believe that we are "experts" within the meaning of such term used in
the Act or the rules and regulations of the Commission issued thereunder with
respect to any part of the Registration Statement, including this opinion as an
exhibit or otherwise.
Very truly yours,
/s/ HOLLAND & KNIGHT LLP
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HOLLAND & KNIGHT LLP