Exhibit 5.1








                                 August 16, 2002


Jabil Circuit, Inc.
10560 Ninth Street North
St. Petersburg, Florida 33716

         Re:      Registration Statement on Form S-8

Gentlemen:

         We refer to the Registration Statement (the "Registration Statement")
on Form S-8 filed today by Jabil Circuit, Inc. (the "Company") with the
Securities and Exchange Commission, for the purpose of registering under the
Securities Act of 1933 an aggregate of 7,464,080 shares (the "Shares") of the
authorized common stock, par value $.001 per share, of the Company being offered
to certain employees of the Company pursuant to the Jabil Circuit, Inc. 2002
Stock Incentive Plan (the "Plan").

         In connection with the foregoing registration, we have acted as counsel
for the Company and have examined originals, or copies certified to our
satisfaction, of such corporate records of the Company, certificates of public
officials, and representatives of the Company, and other documents as we deemed
necessary to deliver the opinion expressed below.

         Based upon the foregoing, and having regard for legal considerations
that we deem relevant, it is our opinion that the Shares will be, when and if
issued in accordance with the exercise of options granted under the Plan, duly
authorized, validly issued, and fully paid and non-assessable.

         We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.

                                                   Very truly yours,

                                                   /s/ Holland & Knight LLP

                                                   HOLLAND & KNIGHT LLP