Exhibit 99.1
[LETTERHEAD OF WILSON SONSINI GOODRICH & ROSATI, P.C.]
May 26, 2006
Amkor Technology, Inc.
1900 South Price Road
Chandler, AZ 85248
RE: AMKOR TECHNOLOGY, INC.--REGISTRATION OF $400,000,000 OF ITS 9.25%
SENIOR NOTES DUE 2016 AND $190,000,000 OF ITS 2.50% CONVERTIBLE SENIOR
SUBORDINATED NOTES DUE 2011
Ladies and Gentlemen:
We have acted as special counsel to Amkor Technology, Inc., a Delaware
corporation (the "COMPANY"), and the Company's subsidiary guarantors named in
Schedule I hereto (the "SUBSIDIARY GUARANTORS" and, together with the Company,
the "REGISTRANTS"), in connection with the filing by the Registrants with the
Securities and Exchange Commission (the "COMMISSION") on May 10, 2006 of a
registration statement on Form S-3 (the "REGISTRATION STATEMENT") under the
Securities Act of 1933, as amended (the "SECURITIES ACT"), that is automatically
effective under the Securities Act pursuant to Rule 462(e) promulgated
thereunder. The Registration Statement relates to, among other things, the
proposed issuance and sale, from time to time, by the Company of (i) senior debt
securities issuable pursuant to a Senior Indenture between the Company and U.S.
Bank National Association, as trustee (the "SENIOR INDENTURE") and (ii)
convertible senior subordinated securities issuable pursuant to a Convertible
Senior Subordinated Indenture between the Company and U.S. Bank National
Association, as trustee (the "CONVERTIBLE SENIOR SUBORDINATED INDENTURE"), each
with an indeterminate aggregate principal amount as may at various times be
issued at indeterminate prices, in reliance on Rule 456(b) and Rule 457(r) under
the Securities Act. Pursuant to the prospectus and prospectus supplements, which
comprise part of the Registration Statement, the Company may offer and sell the
Senior Debt Securities and the Convertible Senior Subordinated Debt Securities
from time to time or on a continuous basis.
Pursuant to the Registration Statement, the Company has issued $400,000,000
of Senior Notes due 2016 (the "SENIOR NOTES") all of which will be sold to
Citigroup Global Markets Inc. (the "UNDERWRITER"), pursuant to that certain
Underwriting Agreement, dated as of May 10, 2006 (the "SENIOR NOTES UNDERWRITING
AGREEMENT"), between the Company and the Underwriter. The Company has also
issued $190,000,000 of Convertible Senior Subordinated Notes due 2011 (the
"CONVERTIBLE SENIOR SUBORDINATED NOTES") all of which will be sold to the
Underwriter, pursuant to that certain Underwriting Agreement, dated as of May
10, 2006 (the "CONVERTIBLE SENIOR SUBORDINATED NOTES UNDERWRITING AGREEMENT" and
together with the Senior Notes Underwriting Agreement, the "UNDERWRITING
AGREEMENTS"), between the Company and the Underwriter.
Amkor Technology, Inc.
May 26, 2006
Page 2
The Senior Notes are guaranteed by each of the Subsidiary Guarantors
pursuant to guarantees which are included in the Senior Indenture (each, a
"GUARANTEE"). The Registration Statement also covers issuance of the Guarantees
by each of the Subsidiary Guarantors of the Senior Notes. The Senior Notes, the
Convertible Senior Subordinated Notes and the Guarantees have been issued in the
forms set forth in the Senior Indenture and Convertible Senior Subordinated
Indenture, as applicable.
We have examined the Registration Statement, together with the exhibits
thereto and the documents incorporated by reference therein; the base
prospectus, dated May 10, 2006, together with the documents incorporated by
reference therein, filed with the Registration Statement relating to the
offering of each of the Senior Notes and the Convertible Senior Subordinated
Notes (the "PROSPECTUS"); each preliminary prospectus supplement, dated May 10,
2006, in the form filed with the Commission pursuant to Rule 424(b) of the
Securities Act relating to the offering of each of the Senior Notes and the
Convertible Senior Subordinated Notes; each final prospectus supplement, dated
May 11, 2006, in the form filed with Commission pursuant to Rule 424(b) of the
Securities Act relating to the offering of each of the Senior Notes and the
Convertible Senior Subordinated Notes (collectively, the "PROSPECTUS
SUPPLEMENTS"); the Senior Indenture; the Convertible Senior Subordinated
Indenture, the Senior Notes, the Convertible Senior Subordinated Notes and the
Guarantees. In addition, we have examined such other instruments, documents,
certificates and records which we have deemed relevant and necessary for the
basis of our opinion hereinafter expressed. In such examination, we have assumed
(i) the authenticity of original documents and the genuineness of all
signatures; (ii) the conformity to the originals of all documents submitted to
us as copies; (iii) the truth, accuracy, and completeness of the information,
representations and warranties contained in the records, documents, instruments
and certificates we have reviewed; (iv) all Senior Notes and Convertible Senior
Subordinated Notes will be issued and sold in compliance with applicable Federal
and state securities laws and in the manner stated in the Registration Statement
and the applicable Prospectus Supplement; (vii) each Underwriting Agreement has
been duly authorized and validly executed and delivered by the parties thereto
(other than the Company and the Subsidiary Guarantors, if applicable); and
(viii) the legal capacity of all natural persons. As to any facts material to
the opinions expressed herein that were not independently established or
verified, we have relied upon oral or written statements and representations of
officers and other representatives of the Company and the Subsidiary Guarantors.
Members of our firm are admitted to the bar in the State of New York, and
we express no opinion as to any matter relating to laws of any jurisdiction
other than the federal laws of the United States of America, the General
Corporation Law of the State of Delaware (the "DGCL"), the Delaware Limited
Liability Company Act (the "DLLCA"), and the laws of the State of New York, as
such are in effect on the date hereof, and we have made no inquiry into, and we
express no opinion as to, the statutes, regulations, treaties, common laws or
other laws of any other
Amkor Technology, Inc.
May 26, 2006
Page 3
nation, state or jurisdiction. We are not licensed to practice law in the State
of Delaware and, accordingly, our opinions as to the DGCL and DLLCA are based
solely on a review of the official statutes of the State of Delaware and the
applicable provisions of the Delaware Constitution and the reported judicial
decisions interpreting such statues and provisions.
We express no opinion as to (i) the effect of any bankruptcy, insolvency,
reorganization, arrangement, fraudulent conveyance, moratorium or other similar
laws relating to or affecting the rights of creditors generally, (ii) rights to
indemnification and contribution which may be limited by applicable law or
equitable principles, or (iii) the effect of general principles of equity,
including, without limitation, concepts of materiality, reasonableness, good
faith and fair dealing, the effect of judicial discretion and the possible
unavailability of specific performance, injunctive relief or other equitable
relief, and limitations on rights of acceleration, whether considered in a
proceeding in equity or at law.
We express no opinion as to the applicability to the obligations of the
Company and the Subsidiary Guarantors (or the enforceability of such
obligations) of Section 548 of the Bankruptcy Code, Article 10 of the New York
Debtor and Creditor Law, or any other provision of law, relating to fraudulent
conveyances, transfers or obligations.
We express no opinion as to the effect of laws and judicial decisions (i)
which exonerate a surety, if the lender exercises remedies for default that
impair the subrogation rights of the surety against the principal, or otherwise
takes an action which materially prejudices the surety, without obtaining
consent of the surety, (ii) relating to waivers or subordination by a surety of
its subrogation rights against the principal, its contribution rights or other
common law and statutory protection of a surety, or (iii) which limit the
liability of the surety to an amount no greater than the liability of the
principal.
With regard to our opinion in paragraph 2 below relating to the valid and
binding obligation of the Guarantees by Subsidiary Guarantors incorporated in
states other than Delaware, we have relied, with their respective consent, on
the opinions of Wyrick Robbins Yates & Ponton LLP as to Unitive Electronics,
Inc., Maples and Calder as to Amkor Technology Limited and Ortega, Del Castillo,
Bacorro, Odulio, Calma & Carbonell as to Amkor Technology Philippines, Inc., as
to the existence and corporate power of such Subsidiary Guarantors and the due
authorization of, and the execution and delivery of the Senior Indenture and the
due authorization of, and the corporate power to execute and deliver the
Guarantees by such Subsidiary Guarantors (in all cases, to the extent not
covered by New York law or the General Corporation law of the State of
Delaware).
Amkor Technology, Inc.
May 26, 2006
Page 4
Based on such examination, we are of the opinion that:
1. The Senior Notes have been validly issued and constitute valid and
binding obligations of the Company, enforceable against the Company in
accordance with their terms, and entitled to the benefits of the applicable
Senior Indenture.
2. The Guarantees have been validly issued and constitute valid and binding
obligations of the applicable Subsidiary Guarantor, enforceable against such
Subsidiary Guarantor in accordance with their terms, and entitled to the
benefits of the applicable Senior Indenture
3. The Convertible Senior Subordinated Notes have been validly issued and
constitute valid and binding obligations of the Company, enforceable against the
Company in accordance with their terms, and entitled to the benefits of the
applicable Convertible Senior Subordinated Indenture.
We hereby consent to the filing of this opinion as an exhibit to the
above-referenced Registration Statement and to the use of our name wherever it
appears in the Registration Statement, the Prospectus, each 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 as 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.
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati
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SCHEDULE I
Subsidiary Guarantors
Amkor International Holding, LLC
Amkor Technology Limited
Amkor Technology Philippines, Inc.
P-Four, LLC
Unitive, Inc.
Unitive Electronics, Inc.