EXHIBIT 5.01


                   [ ON THE LETTERHEAD OF ALLEN & GLEDHILL ]

13 February 2003

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") filed or to be filed by the Company
         with the Securities and Exchange Commission on or about 13 February
         2003 in connection with the registration under the Securities Act of
         1933, as amended, of an aggregate of 20,000,000 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 subscription rights represented by outstanding share
         options granted under the Company's 2002 Interim Incentive Plan (the
         "2002 Plan").

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

         (a)      the adoption of the 2002 Plan and the authorisation for the
                  allotment and issuance of new Ordinary Shares arising from the
                  exercise of the subscription rights represented by outstanding
                  share options granted under the 2002 Plan (as set out in the
                  resolutions passed by the Board of Directors of the Company on
                  6 May 2002); and

         (b)      the maximum number of Ordinary Shares authorised for issuance
                  under the 2002 Plan.

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 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;

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

         (c)      the Board of Directors of the Company shall before the issue
                  of the Option Shares resolve to approve requisite procedures
                  for the allotment and issue by the Company of the Option
                  Shares in accordance with the terms of the 2002 Plan upon the
                  exercise of the subscription rights represented by the
                  outstanding share options granted under the 2002 Plan (the
                  "Company's Allotment Procedures"),

         we are of the opinion that the Option Shares allotted and issued by the
         Company (i) upon the exercise of the subscription rights represented by
         outstanding share options granted under the 2002 Plan in accordance
         with their respective 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. 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.

5.       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