EXHIBIT 5.01

                     [ON THE LETTERHEAD OF ALLEN & GLEDHILL]

15 November 2002

Flextronics International Ltd.
2 Changi South Lane
Singapore 486123

Dear Sirs,

REGISTRATION STATEMENT ON FORM S-8 OF
FLEXTRONICS INTERNATIONAL LTD. (THE "COMPANY")

1.    At your request, we have examined the Registration Statement on Form
      S-8 (the "Registration Statement") to be filed by the Company with the
      Securities and Exchange Commission on or about 20 November 2002 in
      connection with the registration under the Securities Act of 1933, as
      amended, of an aggregate of 1,000,000 ordinary shares of S$0.01 each in
      the capital of the Company ("Ordinary Shares") (the "Option Shares")
      subject to issuance by the Company upon the valid exercise of purchase
      rights represented by outstanding share options granted under the
      Company's 1997 Employee Share Purchase Plan (the "1997 ESPP").

2.    As your Singapore counsel, we have examined the proceedings taken by
      the Company in connection with:-

      (a)   the adoption of the 1997 ESPP;

      (b)   the increase in the maximum number of Ordinary Shares authorised
            for issuance under the 1997 ESPP; and

      (c)   the procedures (as set out in the terms of the 1997 ESPP and as
            set out in the resolutions passed by the Board of Directors of
            the Company on the following dates, namely, 9 September 1997 and
            29 May 2001) for the exercise of the purchase rights represented
            by outstanding share options granted under the 1997 ESPP, and the
            allotment and issuance of new Ordinary Shares arising from the
            exercise of the purchase rights represented by outstanding share
            options granted under the 1997 ESPP (the "Company's Allotment
            Procedures").

3.    We have also made such other examinations of law and fact as we have
      considered necessary in order to form a basis for the opinion hereafter
      expressed.

4.    Based on the foregoing and assuming that:-

      (a)   the purchase price payable to the Company for each Option Share
            issued pursuant to any exercise of any share option granted under
            the 1997 ESPP is not less than the nominal or par value of the
            Option Share;




      (b)   the total issued and paid-up share capital of the Company consequent
            upon the issue of the Option Shares from time to time will not
            exceed the authorised share capital of the Company at any time;

      (c)   there shall be subsisting a valid authority given to the Board of
            Directors of the Company pursuant to Section 161 of the Singapore
            Companies Act, Chapter 50 in respect of the issue of the Option
            Shares at the time of the issue of the Option Shares; and

      (d)   the Board of Directors of the Company shall before the issue of the
            Option Shares resolve to approve the allotment and issue by the
            Company of the Option Shares in accordance with the terms of the
            1997 ESPP upon the exercise of the purchase rights represented by
            the outstanding share options,

      we are of the opinion that the Option Shares allotted and issued by the
      Company (i) upon the exercise of the purchase rights represented by
      outstanding share options granted under the 1997 ESPP in accordance with
      its terms against full payment of the applicable exercise price, (ii)
      pursuant to the Company's Allotment Procedures, and (iii) represented by
      share certificates issued by the Company in respect of such Option Shares,
      will be legally issued, fully-paid and non-assessable.

5.    For the purposes of this opinion we have assumed that the term
      "non-assessable" in relation to the Option Shares to be issued means under
      Singapore law that holders of such Option Shares, having fully paid up all
      amounts due on such Option 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 Option Shares.

6.    We consent to the use of this opinion as an exhibit to the Registration
      Statement and further consent to all references to us, if any, in the
      Registration Statement and any amendments thereto.

Yours faithfully,

/s/  Allen & Gledhill