EX-5.1 2 0002.txt OPINION OF QUARLES & BRADY LLP 1 EXHIBIT 5.1 Quarles & Brady LLP 411 East Wisconsin Avenue Milwaukee, Wisconsin 53202-4497 June 13, 2000 Plexus Corp. 55 Jewelers Park Drive P.O. Box 156 Neenah WI 54956 Ladies and Gentlemen: We are providing this opinion in connection with the amendment to the Registration Statement of Plexus Corp. ("Plexus") on Form S-3, No. 33-88095 (the "Registration Statement"), filed under the Securities Act of 1933, as amended (the "Act"), with respect to the proposed sale of up to 187,500 shares of Plexus common stock, $.01 par value (the "Shares"), which are issued in tandem with preferred stock purchase rights. We have examined: (i) the Registration Statement and proposed amendment; (ii) Plexus' Restated Articles of Incorporation and Restated Bylaws, as amended to date; (iii) the Merger Agreement pursuant to which the shares were issued; (iv) corporate proceedings of Plexus and subsidiaries relating to the Merger Agreement and the transactions contemplated thereby; and (v) such other documents, and such matters of law, as we have deemed necessary in order to render this opinion. Based on the foregoing, it is our opinion that: 1. Plexus is a corporation duly incorporated and validly existing under the laws of the State of Wisconsin. 2. When (a) the Registration Statement, and any amendments thereto (including post-effective amendments), shall have become effective under the Act, and (b) up to 187,500 Shares have been issued in accordance with the provisions of the Rights Agreement, such Shares will have been validly issued and will be fully paid and nonassessable, subject to the personal liability imposed on shareholders by Section 180.0622(2)(b) of the Wisconsin Business Corporation Law, as judicially interpreted, for debts owing to employees for services performed, but not exceeding six months service in any one case. Although Section 180.0622(2)(b) provides that such personal liability of shareholders shall be "to an amount equal to the par value of shares owned by them respectively, and to the consideration for which their shares without par value was issued," the Wisconsin Supreme Court, by a split decision without a written opinion, has affirmed a judgment holding shareholders of a corporation liable under the substantially identical predecessor statute in effect prior to January 1, 1991 (Section 180.40(6)) for unpaid employee wages to an amount equal to the consideration for which their par value shares were issued rather than the shares' lower stated par value. Local 257 of Hotel and Restaurant Employees and Bartenders International Union v. Wilson Street East Dinner Playhouse, Inc., 126 Wis. 2d 284, 375 N.W.2d 664 (1985) (affirming the 1983 decision of the Circuit Court for Dane County, Wisconsin, in Case No. 82-CV-0023). The Wilson Street East decision was overruled on other grounds in State v. Richard Knutson, Inc., 191 Wis.2d 395, 528 N.W.2d 430 (1995). 2 Plexus Corp. June 13, 2000 Page 2 We consent to the filing of this opinion as an exhibit to the amendment to the Registration Statement and to the reference to our firm under the caption "Legal Opinions" in the Proxy Statement/Prospectus constituting a part thereof. In giving our consent, we do not admit that we are "experts" within the meaning of Section 11 of the Act, or that we are within the category of persons whose consent is required by Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission thereunder. Very truly yours, QUARLES & BRADY LLP