EXHIBIT 5.1
KIRKLAND & ELLIS
PARTNERSHIPS INCLUDING PROFESSIONAL CORPORATIONS
777 South Figueroa
Los Angeles, California 90017
To Call Writer Direct: 213 680-8400 Facsimile:
213 680-8400 213 680-8500
September 20, 2001
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
c/o ChipPAC, Inc.
47400 Kato Road
Fremont, California 94538
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-3
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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"), ChipPAC, Inc., a Delaware 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 registration by the Issuer of $15,000,000 in aggregate
principal amount of the Issuer's 12-3/4% Senior Subordinated Notes Due 2009 (the
"Notes"), pursuant to a Registration Statement on Form S-3 filed with the
Securities and Exchange Commission (the "Commission") on September 20, 2001,
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 Notes will be
guaranteed by the Guarantors (the "Guarantees"). The Notes and the Guarantees
were 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, N.A., as Trustee.
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 June 11, 2001, of the Board of Directors of ChipPAC, Inc. with
respect to the issuance of the Notes and the Guarantees, (iv) the Registration
Statement and (v) the Registration Rights Agreement, dated as of June 22, 2001,
by and among the Issuer and Citicorp Capital Investors, Limited.
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
September 20, 2001
Page 2
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 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 the Notes
have been duly authorized, legally issued and constitute valid and legally
binding obligations of the Issuer. Also based upon and subject to the
assumptions, qualifications, exclusions and other limitations contained in this
letter, we are of the opinion that the Guarantees have been duly authorized,
legally issued and constitute valid and legally binding obligations of the
Guarantors.
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.
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