EXHIBIT 5.1

                                January 27, 2004


Jabil Circuit, Inc.
10560 Dr. Martin Luther King, Jr. Street North
St. Petersburg, Florida 33716

         Re:      Registration Statement on Form S-8

Gentlemen:

         We refer to the Registration Statement (the "Registration Statement")
on Form S-8 filed today by Jabil Circuit, Inc. (the "Company") with the
Securities and Exchange Commission, for the purpose of registering under the
Securities Act of 1933 an aggregate of 10,000,000 shares (the "Shares") of the
authorized common stock, par value $0.001 per share, of the Company being
offered to certain employees of the Company pursuant to the Jabil Circuit, Inc.
2002 Stock Incentive Plan, as amended (the "Plan").

         In rendering the opinion set forth herein, we have acted as counsel for
the Company and have examined originals, or copies certified to our
satisfaction, of (i) the Registration Statement, (ii) the Certificate of
Incorporation of the Company, as amended to date and currently in effect, (iii)
the Bylaws of the Company, as amended to date and currently in effect, (iv) the
Plan, (v) certain resolutions of the Board of Directors of the Company in
connection with the Registration Statement, and (vi) certain resolutions of the
stockholders of the Company in connection with the Plan. We also examined
originals, or copies certified to our satisfaction, of such corporate records of
the Company, certificates of public officials, and representatives of the
Company, and other documents as we deemed necessary to deliver the opinion
expressed below.

         Based upon the foregoing, and having regard for legal considerations
that we deem relevant, it is our opinion that the Shares will be, when (i) the
Registration Statement becomes effective under the Act, and (ii) if issued in
accordance with the terms of the Plan, duly authorized, validly issued, and
fully paid and non-assessable.

         We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.

                                                     Very truly yours,

                                                     /s/ Holland & Knight LLP

                                                     HOLLAND & KNIGHT LLP