EX-5.1 4 ex5-1_082104.txt OPINION OF ALLEN & GLEDHILL Exhibit 5.1 [On the letterhead of Allen and Gledhill] August 24, 2004 STATS ChipPAC Ltd. 5 Yishun Street 23 Singapore 7684442 Dear Sirs, 1. We have acted as Singapore legal advisers to STATS ChipPAC Ltd. (the "Company"), a company organised under the laws of Singapore, in connection with a registration statement on Form S-8 as Post-Effective No. 1 to a registration statement on Form F-4 to be filed by the Company with the Securities and Exchange Commission ("SEC") in the United States on August 24, 2004 (the "Registration Statement"), for the registration under the United States Securities Act of 1933, as amended, of up to 80.2 million ordinary shares of S$0.25 each in the capital of the Company (the "Shares"), directly or in the form of American Depositary Shares, issuable upon exercise of options ("Options") issued or issuable pursuant to the STATS ChipPAC Ltd. Substitute Share Purchase and Option Plan and the STATS ChipPAC Ltd. Substitute Equity Incentive Plan (collectively, the "STATS ChipPAC Substitute Option Plans"). 2. We have examined the following documents: (a) a copy of each of the STATS ChipPAC Substitute Option Plans; (b) a draft of the Registration Statement; (c) copies of the Memorandum of Association and Articles of Association of the Company, the Certificate of Incorporation of the Company, the Certificate of Incorporation on Conversion to a public company of the Company; (d) copies of the a certified true extract of the resolutions in writing of the Board of Directors of the Company (the "Board Resolutions") passed on 11 June 2004 and a certified true extract of the minutes of the extraordinary general meeting of the Company held on 4 August 2004 (the "Shareholders' Resolutions"), inter alia, approving the STATS ChipPAC Substitute Option Plans and authorising the issuance of the Options pursuant to the STATS ChipPAC Substitute Option Plans and the issuance of Shares upon exercise of such Options; and (e) such records of the corporate proceedings of the Company as we have deemed relevant and such other certificates, records and documents as we deemed necessary for the purposes of this opinion. 3. We have assumed: (a) the genuineness of all signatures, seals and chops (if any) on all documents and the completeness, and the conformity to original documents, of all copies submitted to us; (b) that copies of the Memorandum and Articles of Association and the Certificate of Incorporation of the Company and the Certificate of Incorporation on Conversion to a public company of the Company submitted to us for examination are true, complete and up-to-date copies; (c) the conformity to the original documents of all documents produced to us as copies and the authenticity of the original documents, which or copies of which have been submitted to us; (d) that copies of the Board Resolutions and the Shareholders' Resolutions submitted to us for examination are true, complete and up to date copies; and (e) that the Board Resolutions and the Shareholders' Resolutions have not been rescinded or modified and they remain in full force and effect and that no other resolution or other action has been taken which may affect the validity of the Board Resolutions or the Shareholders' Resolutions. 4. Based upon and subject to the foregoing, and assuming that the total issued and paid-up share capital of the Company consequent upon the issue of the Shares from time to time will not exceed the authorised share capital of the Company at any time, and there shall be subsisting a valid authority given pursuant to Section 161 of the Companies Act, Chapter 50 of Singapore in respect of the issue of Shares from time to time, we are of the opinion that the Shares will be duly authorised and, when and to the extent Options are issued pursuant to the STATS ChipPAC Substitute Option Plans and exercised in accordance with the terms of the STATS ChipPAC Substitute Option Plans and upon receipt of the approval of the Board of Directors of the Company or a committee thereof for the allotment and issue of the Shares and, upon the issue of share certificates representing the Shares in accordance with the Articles of Association of the Company against payment for the Shares, the Shares will be validly issued, fully paid and non-assessable. For the purposes of this opinion we have assumed that the term "non-assessable" in relation to the Shares to be issued means under Singapore law that holders of such Shares, having fully paid up all amounts due on such Shares as to nominal amount and premium thereon, are under no further personal liability to contribute to the assets or liabilities of the Company in their capacities purely as holders of such Shares. 5. We hereby consent to the filing of this letter as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the United States Securities Act of 1933, as amended or the rules and regulations of the SEC thereunder. Yours faithfully /s/ Allen & Gledhill Allen & Gledhill