Opinion Letter – Outside Counsel – F-3 Registered Securities – Celestica Inc.
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Blake, Cassels & Graydon LLP Reference: 57738/17 |
November 14, 2011
Celestica Inc.
844 Don Mills Road
Toronto, Ontario M3C 1V7
Re: Celestica Inc.
Registration Statement on Form F-3
Dear Sirs/Mesdames:
We have acted as Canadian counsel to Celestica Inc. (the “Company”) in
connection with the Registration Statement on Form F-3 (the “Registration
Statement”) filed on November 14, 2011 by the Company with the U.S. Securities
and Exchange Commission (the “Commission”) under the U.S. Securities Act of
1933, as amended (the “Act”), relating to the registration by the Company for
its issue and sale from time to time of, among other securities, subordinate
voting shares (the “SVS”) and preference shares (the “Preference Shares” and
together with the SVS, the “Securities”) in its capital.
This opinion letter is being provided at the request of the Company. As
Canadian counsel for the Company, we have examined a copy of the Registration
Statement.
We are solicitors qualified to practice law in the Province of Ontario and
the opinions expressed herein relate only to the laws of the Province of Ontario
and the laws of Canada applicable therein as in effect on the date hereof.
In connection with the opinions expressed in this opinion letter, we have
considered such questions of law, examined originals or copies of such statutes,
regulations, documents, records, certificates and instruments and conducted such
other examinations as we have considered necessary. In such examinations, we
have assumed the legal capacity of all individuals, the genuineness of all
signatures, the authenticity of all documents submitted to us as originals and
the conformity to authentic original documents of all documents submitted to us
as certified, conformed, photostatic or facsimile copies.
We have also assumed that at all relevant times:
1. the Company is validly existing under the Business Corporations Act
(Ontario) and has the necessary corporate power and capacity to own its
property and assets and to carry on its business;
2. the Company has the necessary corporate power and capacity to execute,
deliver and perform its obligations under the terms and conditions of any
purchase, underwriting or other agreement,
indenture or instrument relating to the Company153s creation, authentication,
issuance, sale and/or delivery of the Securities to which the Company is party
(any such agreement, the “Agreement”);
3. the Company has the necessary corporate power and capacity to authorize,
create, authenticate, validly issue, sell and deliver the Securities and perform
its obligations under the terms and conditions of the Securities;
4. all necessary corporate action has been taken by the Company to duly
authorize the execution and delivery by the Company of the Agreement and the
performance of its obligations under the terms and conditions thereof;
5. all necessary corporate action has been taken by the Company to duly
authorize, create, authenticate, sell, deliver and validly issue the Securities
and to perform its obligations under the terms and conditions of the Securities;
6. all necessary corporate action has been taken by the Company to duly
authorize the terms of the offering of the Securities and related matters;
7. the Agreement (i) has been duly authorized, executed and delivered by all
parties thereto and such parties had the capacity to do so; (ii) constitutes a
legal, valid and binding obligation of all parties thereto; and (iii) is
enforceable in accordance with its terms against all parties thereto;
8. the Securities have been duly authorized, created, authenticated, sold and
delivered and validly issued by the Company and any other person signing or
authenticating the Securities, as applicable;
9. the terms of the offering of the Securities and related matters have been
duly authorized by the Company;
10. the execution and delivery of the Agreement and the performance by the
Company of its obligations under the terms and conditions thereunder do not and
will not conflict with and do not and will not result in a breach of or default
under, and do not and will not create a state of facts which, after notice or
lapse of time or both, will conflict with or result in a breach of or default
under any of the terms or conditions of the articles or by-laws of the Company,
any resolutions of the Board of Directors or shareholders of the Company, any
agreement or obligation of the Company, or applicable law;
11. the authorization, creation, authentication, sale, delivery and issuance
of the Securities and the Company153s performance of its obligations under the
terms and conditions of the Securities do not and will not conflict with and do
not and will not result in a breach of or default under, and do not and will not
create a state of facts which, after notice or lapse of time or both, will
conflict with or result in a breach of or default under any of the terms or
conditions of the articles or by-laws of the Company, any resolutions of the
Board of Directors or shareholders of the Company, any agreement or obligation
of the Company, or applicable law; and
12. the terms of the offering of the Securities and related matters do not
and will not conflict with and do not and will not result in a breach of or
default under, and do not and will not create a state of facts which, after
notice or lapse of time or both, will conflict with or result in a breach of or
default under any of the terms or conditions of the articles or by-laws of the
Company, any resolutions of the Board of Directors or shareholders of the
Company, any agreement or obligation of the Company, or applicable law.
Based upon the foregoing, and subject to the qualifications, assumptions and
limitations stated herein, we are of the opinion that, upon payment for the
applicable Securities provided for in the applicable Agreement and otherwise in
accordance with such Agreement, the Securities will be validly issued, fully
paid and non-assessable shares in the capital of the Company.
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We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the
Registration Statement and to the use of our name under the caption “Legal
Matters” in the Prospectus included in the Registration Statement.
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Yours very truly, |
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/s/ Blake, Cassels & Graydon LLP |
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