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Exhibit
5.1
July 30,
2010
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 common
shares, par value $0.10 per share, of the Company (the “Shares”), which will be
issued and issuable with respect of equity-based compensation awards granted
pursuant to the terms of the Company’s 2010 Omnibus Incentive Compensation Plan
and 2000 Stock Awards Plan (collectively, the “Plans”).
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 the Shares have been duly and validly authorized and
when issued and paid for in accordance with the terms of the Plans, for a
consideration at least equal to the par value thereof, will be validly issued,
fully paid and nonassessable.
I hereby
consent to the filing of this opinion with the Commission as Exhibit 5.1 to the
Registration Statement.
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Very
truly yours,
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/s/ Kenneth S. Barrow
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Kenneth
S. Barrow
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Vice
President and General Counsel
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