Exhibit
5.1
December
16, 2008
Board of
Directors
Benchmark
Electronics, Inc.
Ladies
and Gentlemen:
I have
acted as Legal Counsel to Benchmark Electronics, Inc., a Texas corporation (the
“Company”), in connection with the Registration Statement on Form S-8 (the
“Registration Statement”) filed by the Company with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, relating to $20,000,000
of deferred compensation obligations of the Company (the “Deferred Compensation
Obligations”) issuable pursuant to the Company’s Deferred Compensation Plan (the
“Plan”).
I have
examined such corporate records, certificates and other documents that I
considered necessary or appropriate for the purposes of this opinion. In such
examination, I have assumed the genuineness of all signatures and the
authenticity of all documents submitted to me as originals and the conformity to
the originals of all documents submitted to me as copies.
I am
admitted to practice in the State of Texas, and I express no opinion as to
matters governed by any law other than the laws of the State of Texas and the
Federal laws of the United States of America.
Based
upon the foregoing and subject to the limitations and assumptions set forth
herein and having due regard for such legal considerations as I deemed relevant,
I am of the opinion that when, and if, issued pursuant to the terms of the Plan,
the Deferred Compensation Obligations were, or will constitute, legal, valid and
binding obligations of the Company, enforceable against the Company in
accordance with their terms, (subject to applicable bankruptcy, insolvency,
reorganization, moratorium, fraudulent transfer and other similar laws affecting
creditors’ rights generally from time to time in effect and to general
principles of equity, including, without limitation, concepts of materiality,
reasonableness, good faith and fair dealing, regardless of whether considered in
a proceeding in equity or at law).
I hereby
consent to the filing of this opinion with the Commission as Exhibit 5.1 to the
Registration Statement.
Very
truly yours,
/s/
Kenneth S. Barrow
Vice
President and General Counsel