EX-5.1 5 w64855exv5w1.txt OPINION OF WILSON SONSINI GOODRICH & ROSATI EXHIBIT 5.1 [WILSON SONSINI GOODRICH & ROSATI LETTERHEAD] October 29, 2002 Amkor Technology 1345 Enterprise Drive West Chester, PA 19380 RE: REGISTRATION STATEMENT ON FORM S-8 -- 1998 EMPLOYEE STOCK PURCHASE PLAN, 1998 STOCK PLAN AND 1998 STOCK OPTION PLAN FOR FRENCH EMPLOYEES Ladies and Gentlemen: We have examined the Registration Statement on Form S-8 (the "Registration Statement") to be filed by Amkor Technology, Inc., a Delaware corporation (the "Company" or "you"), with the Securities and Exchange Commission on or about October 29, 2002, in connection with the registration under the Securities Act of 1933, as amended (the "Act"), of (a) an aggregate of 482,937 additional shares (the "ESPP Shares") of your Common Stock reserved for issuance pursuant to the Company's 1998 Employee Stock Purchase Plan (the "Purchase Plan"); (b) an aggregate of 3,365,004 additional shares (the "Plan Shares") of your Common Stock reserved for issuance pursuant to the Company's 1998 Stock Plan (the "Plan"); and (c) an aggregate of 203,983 additional shares (the "French Plan Shares") of your Common Stock reserved for issuance pursuant to the Company's 1998 Stock Option Plan for French Employees (the "French Plan"). As your legal counsel, we have reviewed the actions proposed to be taken by you in connection with the proposed sale and issuance of the ESPP Shares, the Plan Shares and the French Plan Shares by the Company under the Purchase Plan, the Plan and the French Plan, respectively. It is our opinion that, upon completion of the actions being taken, or contemplated by us as your counsel to be taken, by you prior to the issuance of the ESPP Shares pursuant to the Registration Statement, and assuming that the ESPP Shares are issued in accordance with the provisions of the Purchase Plan, the ESPP Shares will be legally and validly issued, fully paid and nonassessable. Further, it is our opinion that, upon completion of the actions being taken, or contemplated by us as your counsel to be taken, by you prior to the issuance of the Plan Shares pursuant to the Registration Statement, and assuming that the Plan Shares are issued in accordance with the provisions of the Plan, the Plan Shares will be legally and validly issued, fully paid and nonassessable. Further, it is our opinion that, upon completion of the actions being taken, or contemplated by us as your counsel to be taken, by you prior to the issuance of the French Plan Shares pursuant to the Registration Statement, and assuming that the French Plan Shares are issued in accordance with the provisions of the French Plan, the French Plan Shares will be legally and validly issued, fully paid and nonassessable. We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to the use of our name wherever appearing in the Registration Statement and any subsequent amendment thereto. Very truly yours, /s/ Wilson Sonsini Goodrich & Rosati ----------------------------------------------- WILSON SONSINI GOODRICH & ROSATI Professional Corporation