Exhibit 5.1


                                December 27, 2001



Solectron Corporation
777 Gibraltar Drive
Milpitas, California 95035


      RE:   SOLECTRON CORPORATION -- PUBLIC OFFERING OF
            7.25% ADJUSTABLE CONVERSION-RATE EQUITY SECURITY UNITS

Ladies and Gentlemen:

      We have acted as counsel to Solectron Corporation, a Delaware corporation
(the "Company"), in connection with (i) the Company's registration statement on
Form S-3 (Registration No. 333-64454-01) filed by the Company pursuant to the
Securities Act of 1933, as amended (the "Act"), with the Securities and Exchange
Commission (the "Commission") on July 2, 2001, as amended by Amendment No. 1 to
such registration statement filed August 3, 2001 and by Amendment No. 2 to such
registration statement filed August 28, 2001, and as declared effective on
August 29, 2001 (the "Registration Statement"), and the related prospectus dated
August 29, 2001, as supplemented by the prospectus supplement dated December 20,
2001 (the final prospectus, in the form filed with the Commission pursuant to
Rule 424(b) of the rules and regulations under the Act, the "Prospectus"),
relating to the offering by the Company of its 7.25% Adjustable Conversion-Rate
Equity Security Units, each such Unit initially consisting of a purchase
contract (a "Purchase Contract") and a debenture (a "Debenture") (such Units,
the "Securities"), and (ii) the Underwriting Agreement, dated December 20, 2001
(the "Underwriting Agreement"), by and among the Company and Goldman, Sachs &
Co., Morgan Stanley & Co. Incorporated, Bank of America Securities LLC and J.P.
Morgan Securities Inc. (the "Underwriters"), pursuant to which the Underwriters
purchased from the Company on the date hereof 40,000,000 Units and pursuant to
which the Underwriters may, at their election, purchase up to an additional
4,000,000 Units. This opinion is being furnished in accordance with the
requirements of Item 601(b)(5) of Regulation S-K under the Act.

      As such counsel, we have examined originals, certified copies or copies
otherwise identified to us as being true copies of the originals, of the
following:

      a.    The Underwriting Agreement;

      b.    The Purchase Contract Agreement, dated as of December 27, 2001 (the
            "Purchase Contract Agreement"), between the Company and State Street
            Bank and Trust Company of California, N.A. ("State Street Bank"), as
            purchase contract agent (the "Purchase Contract Agent");

      c.    The Subordinated Debt Securities Indenture, dated as of December 27,
            2001 (the "Base Indenture"), between the Company and State Street
            Bank, as trustee (the "Trustee"), as supplemented by the First
            Supplemental Indenture, dated as of December 27, 2001 (the "First
            Supplemental Indenture") (the Base Indenture, as so supplemented,
            the "Indenture");

      d.    The Pledge Agreement, dated as of December 27, 2001 (the "Pledge
            Agreement"), among the Company, the Purchase Contract Agent and U.S.
            Bank N.A., as collateral agent and as custodial agent;

      e.    The Pledge Agreement, dated as of December 27, 2001 (the "Interest
            Pledge Agreement"), between the Company and the Trustee, and the
            Control Agreement, dated as of December 27, 2001 (the "Control
            Agreement"), among the Company, the Trustee and State Street Bank,
            in its capacity as a securities intermediary and depository bank;

      f.    Specimen forms of the Securities;

      g.    The Certificate of Incorporation of the Company, as amended through
            the date of this letter (the "Certificate of Incorporation"), and
            the Bylaws of the Company, as amended through the date of this
            letter (the "Bylaws"), each as certified by the Secretary of the
            Company; and

      h.    Resolutions of the Board of Directors of the Company with respect to
            the transactions covered by the opinions contained herein and
            resolutions of the Pricing Committee of the Board of Directors of
            the Company with respect to the issuance of the Securities, as
            certified by the Secretary of the Company.

The Purchase Contract Agreement, the Indenture, the Pledge Agreement, the
Interest Pledge Agreement and the Control Agreement are sometimes referred to
collectively in this opinion letter as the "Ancillary Agreements."

      In addition, we have obtained from public officials and from officers of
the Company such other certificates and assurances, and we have examined such
corporate records of the Company, as we have considered necessary or appropriate
for the purpose of rendering the opinions contained in this letter.

      We have assumed the following: (a) the authenticity of original documents
and the genuineness of all signatures; (b) the conformity to the originals of
all documents submitted to us as copies; (c) the truth, accuracy and
completeness of the information, factual matters and representations and
warranties contained in the records, documents, instruments and certificates we
have reviewed, except to the extent any such representations and warranties
constitute legal conclusions specifically covered in our opinions set forth
below; (d) the conformity of the issuance and sale of the Securities to the
manner stated in the Registration Statement and the

Prospectus and the compliance of such issuance and sale with applicable federal
and state securities laws; (e) except as specifically covered in the opinions
set forth below, the due authorization, execution and delivery on behalf of the
respective parties thereto of documents referred to herein and the legal, valid
and binding effect thereof on such parties; and (f) due authentication of the
Purchase Contracts by the Purchase Contract Agent and authentication of the
Debentures by the Trustee. As to any facts material to the opinions expressed
herein that were not independently established or verified, we have relied upon
oral or written statements and representations of officers and other
representatives of the Company and the Underwriters.

      Members of our firm are admitted to the Bar of the States of California
and New York, and the opinions expressed herein are limited in all respects to
existing laws of the State of California, laws of the State of New York, Federal
laws of the United States, and the General Corporation Law of the State of
Delaware. Our opinions are limited to such laws as, in our experience, are
normally applicable to the transactions of the type contemplated by the
Underwriting Agreement, the Securities and the Ancillary Agreements.

      As to the validity and binding effect and enforceability of the
Securities, our opinions assume that the existing laws of the State of New York
apply and we express no opinion as to (i) the effect of any bankruptcy,
insolvency, reorganization, arrangement, fraudulent conveyance, moratorium or
other similar laws relating to or affecting the rights of creditors generally,
including, without limitation, laws relating to fraudulent transfers,
conveyances or preferences, (ii) rights to indemnification and contribution
which may be limited by applicable law or equitable principles, or (iii) the
effect of general principles of equity, including, without limitation, concepts
of materiality, reasonableness, good faith and fair dealing, and the possible
unavailability of specific performance, injunctive relief or other equitable
relief, and limitations on rights of acceleration, whether considered in a
proceeding in equity or at law.

      On the basis of the foregoing and subject to the limitations and
qualifications set forth herein, we advise you that in our opinion:

      1.    The Securities have been duly authorized, executed, issued and
            delivered by the Company. The Securities constitute legal, valid and
            binding obligations of the Company enforceable against the Company
            in accordance with their terms, and the Purchase Contracts will be
            entitled to the benefits provided by the Purchase Contract Agreement
            and the Debentures will be entitled to the benefits provided by the
            Indenture.

      2.    The shares of Common Stock issuable pursuant to the Purchase
            Contracts have been duly and validly authorized and reserved for
            issuance and, when issued and delivered in accordance with the
            provisions of the Ancillary Agreements against payment of the
            purchase price therefor, will be legally issued, fully paid and
            non-assessable.

      This letter is furnished to you solely for use in connection with the
Registration Statement and is not to be used, circulated, quoted or otherwise
referred to for any other purpose, or relied upon by any other person, without
our express written permission. We consent to the filing of this letter as an
exhibit to the Registration Statement and to the reference to our firm in the
Registration Statement. In giving such consent, we do not admit that we fall
within the category of persons whose consent is required under Section 7 of the
Act, or that we are "experts," as that term is used in the Act or in the rules
and regulations of the Commission thereunder, with respect to any part of the
Registration Statement, including this letter as an exhibit or otherwise.

                                       Very truly yours,

                                       /s/ Wilson Sonsini Goodrich & Rosati

                                       WILSON SONSINI GOODRICH & ROSATI,
                                       Professional Corporation