Exhibit 5.01


                     [On the letterhead of Allen & Gledhill]

1 September 2004

Flextronics International Ltd.
One Marina Boulevard #28-00
Singapore 018989

Dear Sirs

Registration Statement of Form S-3 of Flextronics International Ltd.
("FLEXTRONICS")

1. We refer to the Registration Statement of Form S-3 (the "REGISTRATION
STATEMENT") to be filed by Flextronics with the Securities and Exchange
Commission in connection with the registration under the Securities Act of 1933,
as amended, of up to 2,807,188 ordinary shares of par value S$0.01 each in the
capital of Flextronics (the "REGISTRATION SHARES") to be allotted and issued
pursuant to Section 2.2 of the Merger Agreement (the "AGREEMENT") dated 16
August, 2004 made by and among (1) Flextronics, (2) Northfield Acquisition Co.,
a company organized under the laws of the State of Delaware in the United States
of America (the "COMPANY"), (3) Minnesota Acquisition Corp., a company organized
under the laws of the State of Delaware in the United States of America, and (4)
Ampersand 1999 Limited Partnership, a Delaware limited partnership, as
representative of the stockholders of the Company ("REPRESENTATIVE"). This
opinion is being rendered to you in connection with the filing of the
Registration Statement. Terms defined and references construed in the Agreement
have the same meaning and construction in this opinion unless otherwise defined
herein.

2. For the purpose of rendering this opinion, we have examined:-

        (i) a copy of the executed Agreement in PDF format (less all Schedules
and Exhibits thereto) as provided to us by Fenwick & West LLP by electronic mail
on 24 August 2004;

        (ii) in relation to Flextronics, a copy of each of its memorandum and
articles of association, its certificate of incorporation of private company,
its certificate of incorporation on conversion to a public company and its
certificate of incorporation on change of name of company;

        (iii) a copy of a resolution of the shareholders of Flextronics passed
at the Annual General Meeting of Flextronics held on 30 SEPTEMBER 2003 relating
to the authorization for the allotment and issue of ordinary shares of S$0.01
each in the capital of Flextronics (the "SHAREHOLDERS RESOLUTION");

        (iv) a faxed copy of the resolutions of the Board of Directors of
Flextronics passed on 12 August 2004 in PDF format (the "BOARD RESOLUTION") as
provided to us by Fenwick & West LLP by electronic mail on 26 August 2004; and

        (v) such other documents as we have considered necessary or desirable to
examine in order that we may give this opinion.

3. We have assumed for the purpose of rendering this opinion:-


        (i) that the Agreement is within the capacity and powers of, and has
been validly authorised by, each party thereto (other than Flextronics) and has
been validly executed and delivered by a person on behalf of Flextronics who is
authorised by the Board Resolution to execute the Agreement on behalf of
Flextronics and by or on behalf of each such other party thereto;

        (ii) of the genuineness of all signatures on all documents and the
completeness, and the conformity to original documents, of all copies or other
specimen documents submitted to us;

        (iii) that the Agreement approved by the Board of Directors of
Flextronics in the Board Resolution is the agreement we have examined;

        (iv) that the correctness of all facts stated in the Agreement;

        (v) that the copies of Flextronics' memorandum and articles of
association, Certificate of Incorporation of Private Company, Certificate of
Incorporation on Conversion to a Public Company and Certificate of Incorporation
on Change of Name of Company submitted to us for examination are true, complete
and up-to-date copies;

        (vi) that copies of the resolutions of the shareholders and of the
Board of Directors of Flextronics forwarded to us for examination are true,
complete and up-to-date and that those resolutions have not been rescinded or
modified;

        (vii) that each of the Shareholders' Resolution and Board Resolution and
all authorisations and approvals conferred thereby remain in full force and
effect as at Closing and that no other resolution or other action has been taken
which may affect the validity of those resolutions;

        (viii) that all relevant documents have been provided to us by the
officers of Flextronics for inspection for purposes of this opinion;

        (ix) that the information disclosed by the search made on 31 August
2004 at the Accounting and Corporate Regulatory Authority in Singapore ("ACRA")
in relation to Flextronics is true and complete and that such information has
not since then been materially altered and that such search did not fail to
disclose any material information which had been delivered for filing but did
not appear on the public file at the time of the search;

        (x) that the information disclosed by the search made on 31 August 2004
of the Cause Book kept at the Supreme Court of Singapore with respect to
Flextronics is true and complete and that such information has not since then
been materially altered and that such search did not fail to disclose any
material information which had been delivered for filing but was not disclosed
at the time of the search;

        (xi) that the Agreement constitutes legal, valid, binding and
enforceable obligations of the parties thereto for all purposes under the laws
of the jurisdictions by which the Agreement is expressed to be governed;

        (xii) that there are no provisions of the laws of any jurisdiction other
than Singapore which would be contravened by the execution or delivery of the
Agreement and that, in so far as any obligation expressed to be incurred or
performed under the Agreement is to be performed in, or is otherwise subject to
the laws of, any jurisdiction other than Singapore, its performance will not be
illegal or ineffective by virtue of the laws of that jurisdiction;

        (xiii) that the choice of the internal laws of the State of Delaware,
the United States of America, as the governing law of the Agreement has been
made in good faith and will be regarded as a valid and binding selection which
will be upheld in the United States federal or state courts in the State of
Delaware, the United States of America, as a matter of the laws of the State of
Delaware, the United States of America, and all other relevant laws except the
laws of Singapore;

        (xiv) that all consents, approvals, authorisations, licences,
exemptions, or orders required from any governmental or other regulatory
authorities outside Singapore and all other requirements outside Singapore for
the legality, validity and enforceability of the Agreement have been duly
obtained or fulfilled and are and will remain in full force and effect and that
any conditions to which they are subject have been satisfied;

        (xv) that the Registration Shares will be issued and delivered in
accordance with the terms of the Agreement;

        (xvi) that the appropriate accounting entries will be made in
Flextronics' books to reflect that the Registration Shares to be allotted and
issued pursuant to and in accordance with Section 2.2 of the Agreement have been
allotted and issued for a consideration otherwise than in cash and are credited
as fully paid;

        (xvii) that the Registration Shares will not be issued at a discount to
the par value of the Registration Shares; and

        (xviii) that the aggregate nominal value of the Registration Shares to
be issued each time pursuant to Section 2.2 of the Agreement will not exceed the
difference between the authorised share capital of Flextronics at that time and
its total issued capital at that time.

4. A search made on 31 August 2004 at ACRA revealed no order or resolution for
the winding-up of Flextronics and no notice of appointment of a receiver or
judicial manager for Flextronics. It should be noted that such a search is not
capable of revealing whether or not a petition to wind up Flextronics or to
place Flextronics under judicial management has been presented. Notice of a
winding-up order made or resolution passed or a receiver or judicial manager
appointed may not be filed with ACRA immediately. A search made on 31 August
2004 at the Supreme Court of Singapore revealed no petition for the winding-up
of Flextronics or for the appointment of a judicial manager for Flextronics.
However, it should be noted that information may not be entered into the index
books of the Supreme Court immediately.

5. Based upon and subject to the foregoing, and subject to the qualifications
set forth below and any matters not disclosed to us, we are of the opinion that
the Registration Shares to be allotted and issued pursuant to Section 2.2 of the
Agreement have been duly authorised, and when the share certificates in respect
of such Registration Shares are issued by EquiServe Trust Company N.A., the
Transfer Agent of Flextronics, in accordance with the Articles of Association of
Flextronics and the terms of the Agreement, will be validly allotted and issued
and credited as fully paid in accordance with the laws of Singapore.

6. This opinion only relates to the laws of general application of Singapore as
at the date hereof and as currently applied by the Singapore courts, and is
given on the basis that this opinion will be governed by and construed in
accordance with the laws of Singapore. We have made no investigation of, and do
not express or imply any views on, the laws of any country other than Singapore
and have not considered Flextronics' legal position in jurisdictions outside of
Singapore. In respect of the Agreement, we have assumed due compliance with all
matters concerning United States federal, internal laws of the State of Delaware
and the laws of all other relevant jurisdictions other than Singapore. As to
matters of fact material to this opinion, we have relied on the statements of
responsible officers of Flextronics and EquiServe Trust Company N.A., the
Transfer Agent of Flextronics.

7. The qualifications to which this opinion is subject are as follows:-

        (i) enforcement of the obligations of Flextronics under the Agreement
may be affected by prescription or lapse of time, bankruptcy, insolvency,
liquidation, reorganisation, reconstruction or similar laws generally affecting
creditors' rights;

        (ii) the power of the Singapore courts to grant equitable remedies such
as injunction and specific performance is discretionary and accordingly a
Singapore court might make an award of damages where an equitable remedy is
sought;

        (iii) where under the Agreement, any person is vested with a discretion
or may determine a matter in its opinion, Singapore law may require that such
discretion is exercised reasonably or that such opinion is based upon reasonable
grounds;

        (iv) by virtue of the Limitation Act, Chapter 163 of Singapore, failure
to exercise a right of action for more than six years will operate as a bar to
the exercise of such right and failure to exercise such a right for a lesser
period may result in such right being waived;

        (v) a Singapore court may stay proceedings if concurrent proceedings are
brought elsewhere;

        (vi) where obligations are to be performed in a jurisdiction outside
Singapore, they may not be enforceable in Singapore to the extent that
performance would be illegal or contrary to public policy under the laws of that
jurisdiction;

        (vii) provisions in the Agreement as to severability may not be binding
under the laws of Singapore and the question of whether or not provisions which
are illegal, invalid or unenforceable may be severed from other provisions in
order to save such other provisions depends on the nature of the illegality,
invalidity or unenforceability in question and would be determined by a
Singapore court at its discretion;

        (viii) a Singapore court may refuse to give effect to clauses in the
Agreement in respect of the costs of unsuccessful litigation brought before a
Singapore court or where the court has itself made an order for costs;

        (ix) an obligation to pay an amount will not be enforceable in Singapore
if the amount is held to constitute a penalty (even though the amount may be
expressed as agreed liquidated damages); and

        (x) a provision that a statement, opinion, determination or other matter
is final and conclusive will not necessarily prevent judicial enquiry in
Singapore into the merits of a claim by an aggrieved party.

8. Our opinion is strictly limited to the matters stated herein and is not to be
read as extending by implication to any other matter in connection with the
Agreement, including but without limitation, any other document signed in
connection therewith. Further, our opinion is not to be transmitted to, nor is
it to be relied upon by, any other person or quoted or referred to in any public
document or filed with any governmental authority or agency without our prior
written consent.

9. Subject to the foregoing, 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