Exhibit 5.1





                                                                  File No. 34237


                                          May 10, 2002


Celestica Inc.
12 Concorde Place
Toronto, Ontario
M3C 3R8







                                 CELESTICA INC.
                       REGISTRATION STATEMENT ON FORM S-8
               -------------------------------------------------

                  We have acted as  Canadian  counsel  to  Celestica  Inc.  (the
"Corporation")  in connection with its  Registration  Statement on Form S-8 (the
"Registration  Statement")  filed  pursuant to the  SECURITIES  ACT OF 1933,  as
amended (the "Act")  relating to the proposed  offering by the Corporation of up
to 6,000,000 subordinate voting shares of the Corporation (the "Subject Shares")
pursuant to the  exercise of options  (the  "Options")  granted or to be granted
under the Corporation's Long Term Incentive Plan (the "Plan").

                  We have examined such  corporate  records of the  Corporation,
such  certificates of officers of the  Corporation,  public officials and others
and  originals,  copies or  facsimiles  of such other  agreements,  instruments,
certificates  and documents as we have deemed  necessary or advisable as a basis
for the opinion  expressed below. We have also relied,  as to certain matters of
fact, on a certificate of an officer of the Corporation of even date herewith, a
copy of which is attached  hereto.  For the  purposes  of the opinion  expressed
below, we have, without independent investigation or verification:

(a)               assumed the genuineness of all signatures, the authenticity of
                  all documents  submitted to us as originals and the conformity
                  to  authentic  originals of all  documents  submitted to us as
                  certified or photostatic copies or as facsimiles; and

(b)               assumed  that the Options will be duly granted by the board of
                  directors of the  Corporation in accordance with the terms and
                  conditions of the Plan and in compliance  with all  applicable
                  laws.





                                       -2-


                  Our opinions  expressed  herein are limited to the laws of the
Province of Ontario and the federal laws of Canada applicable in that province.

                  Based and relying upon and subject to the foregoing, we are of
the opinion that the 6,000,000  Subject  Shares which may be issued from time to
time upon the  exercise of the  Options  pursuant to the terms of the Plan will,
upon the due exercise of the Options  pursuant to the terms of the Plan and upon
receipt by the  Corporation  of the exercise price for such Subject  Shares,  be
duly  issued  and  outstanding  as fully paid and  non-assessable  shares in the
capital of the Corporation.

                  We hereby  consent to the filing of this opinion as an exhibit
to the Registration  Statement (as it may be amended from time to time), without
thereby  admitting  that  we are  "experts"  under  the  Act or  the  rules  and
regulations of the United States Securities and Exchange  Commission  thereunder
for  purposes of any part of the  Registration  Statement  (as it may be amended
from time to time), including this exhibit.

                  The  opinion  expressed  herein is  provided  solely  for your
benefit in connection  with the filing of the  Registration  Statement  with the
United States  Securities and Exchange  Commission and may not be used or relied
upon by any other person or for any other purpose.


                                     Yours very truly,




                                     /s/ Davies Ward Phillips & Vineberg LLP
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