{"id":43836,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/opinion-letter-outside-counsel-f-3-registered-securities.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"opinion-letter-outside-counsel-f-3-registered-securities","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/securities\/opinion-letter-outside-counsel-f-3-registered-securities.html","title":{"rendered":"Opinion Letter – Outside Counsel – F-3 Registered Securities – Celestica Inc."},"content":{"rendered":"\n\n\n
<\/td>\n\n

Blake, Cassels & Graydon LLP
\nBarristers & Solicitors
\nPatent & Trade-mark Agents
\n199 Bay Street
\nSuite 4000, Commerce Court West
\nToronto ON M5L 1A9 Canada
\nTel: 416-863-2400 Fax: 416-863-2653<\/p>\n

Reference: 57738\/17<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

November 14, 2011<\/p>\n

Celestica Inc.
\n844 Don Mills Road
\nToronto, Ontario M3C 1V7<\/p>\n

Re: Celestica Inc.
\nRegistration Statement on Form F-3<\/p>\n

Dear Sirs\/Mesdames:<\/p>\n

We have acted as Canadian counsel to Celestica Inc. (the “Company”) in
\nconnection with the Registration Statement on Form F-3 (the “Registration
\nStatement”) filed on November 14, 2011 by the Company with the U.S. Securities
\nand Exchange Commission (the “Commission”) under the U.S. Securities Act of
\n1933, as amended (the “Act”), relating to the registration by the Company for
\nits issue and sale from time to time of, among other securities, subordinate
\nvoting shares (the “SVS”) and preference shares (the “Preference Shares” and
\ntogether with the SVS, the “Securities”) in its capital.<\/p>\n

This opinion letter is being provided at the request of the Company. As
\nCanadian counsel for the Company, we have examined a copy of the Registration
\nStatement.<\/p>\n

We are solicitors qualified to practice law in the Province of Ontario and
\nthe opinions expressed herein relate only to the laws of the Province of Ontario
\nand the laws of Canada applicable therein as in effect on the date hereof.<\/p>\n

In connection with the opinions expressed in this opinion letter, we have
\nconsidered such questions of law, examined originals or copies of such statutes,
\nregulations, documents, records, certificates and instruments and conducted such
\nother examinations as we have considered necessary. In such examinations, we
\nhave assumed the legal capacity of all individuals, the genuineness of all
\nsignatures, the authenticity of all documents submitted to us as originals and
\nthe conformity to authentic original documents of all documents submitted to us
\nas certified, conformed, photostatic or facsimile copies.<\/p>\n

We have also assumed that at all relevant times:<\/p>\n

1. the Company is validly existing under the Business Corporations Act
\n<\/em>(Ontario) and has the necessary corporate power and capacity to own its
\nproperty and assets and to carry on its business;<\/p>\n

2. the Company has the necessary corporate power and capacity to execute,
\ndeliver and perform its obligations under the terms and conditions of any
\npurchase, underwriting or other agreement,<\/p>\n<\/p>\n

\n

\n

<\/p>\n<\/p>\n

indenture or instrument relating to the Company153s creation, authentication,
\nissuance, sale and\/or delivery of the Securities to which the Company is party
\n(any such agreement, the “Agreement”);<\/p>\n

3. the Company has the necessary corporate power and capacity to authorize,
\ncreate, authenticate, validly issue, sell and deliver the Securities and perform
\nits obligations under the terms and conditions of the Securities;<\/p>\n

4. all necessary corporate action has been taken by the Company to duly
\nauthorize the execution and delivery by the Company of the Agreement and the
\nperformance of its obligations under the terms and conditions thereof;<\/p>\n

5. all necessary corporate action has been taken by the Company to duly
\nauthorize, create, authenticate, sell, deliver and validly issue the Securities
\nand to perform its obligations under the terms and conditions of the Securities;\n<\/p>\n

6. all necessary corporate action has been taken by the Company to duly
\nauthorize the terms of the offering of the Securities and related matters;<\/p>\n

7. the Agreement (i) has been duly authorized, executed and delivered by all
\nparties thereto and such parties had the capacity to do so; (ii) constitutes a
\nlegal, valid and binding obligation of all parties thereto; and (iii) is
\nenforceable in accordance with its terms against all parties thereto;<\/p>\n

8. the Securities have been duly authorized, created, authenticated, sold and
\ndelivered and validly issued by the Company and any other person signing or
\nauthenticating the Securities, as applicable;<\/p>\n

9. the terms of the offering of the Securities and related matters have been
\nduly authorized by the Company;<\/p>\n

10. the execution and delivery of the Agreement and the performance by the
\nCompany of its obligations under the terms and conditions thereunder do not and
\nwill not conflict with and do not and will not result in a breach of or default
\nunder, and do not and will not create a state of facts which, after notice or
\nlapse of time or both, will conflict with or result in a breach of or default
\nunder any of the terms or conditions of the articles or by-laws of the Company,
\nany resolutions of the Board of Directors or shareholders of the Company, any
\nagreement or obligation of the Company, or applicable law;<\/p>\n

11. the authorization, creation, authentication, sale, delivery and issuance
\nof the Securities and the Company153s performance of its obligations under the
\nterms and conditions of the Securities do not and will not conflict with and do
\nnot and will not result in a breach of or default under, and do not and will not
\ncreate a state of facts which, after notice or lapse of time or both, will
\nconflict with or result in a breach of or default under any of the terms or
\nconditions of the articles or by-laws of the Company, any resolutions of the
\nBoard of Directors or shareholders of the Company, any agreement or obligation
\nof the Company, or applicable law; and<\/p>\n

12. the terms of the offering of the Securities and related matters do not
\nand will not conflict with and do not and will not result in a breach of or
\ndefault under, and do not and will not create a state of facts which, after
\nnotice or lapse of time or both, will conflict with or result in a breach of or
\ndefault under any of the terms or conditions of the articles or by-laws of the
\nCompany, any resolutions of the Board of Directors or shareholders of the
\nCompany, any agreement or obligation of the Company, or applicable law.<\/p>\n

Based upon the foregoing, and subject to the qualifications, assumptions and
\nlimitations stated herein, we are of the opinion that, upon payment for the
\napplicable Securities provided for in the applicable Agreement and otherwise in
\naccordance with such Agreement, the Securities will be validly issued, fully
\npaid and non-assessable shares in the capital of the Company.<\/p>\n<\/p>\n

\n

2<\/p>\n

\n

<\/p>\n<\/p>\n

We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the
\nRegistration Statement and to the use of our name under the caption “Legal
\nMatters” in the Prospectus included in the Registration Statement.<\/p>\n\n\n\n\n\n
<\/td>\n\n

Yours very truly,<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

\/s\/ Blake, Cassels & Graydon LLP<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

3<\/p>\n

\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7042],"corporate_contracts_industries":[9507],"corporate_contracts_types":[9629],"class_list":["post-43836","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-celestica-inc","corporate_contracts_industries-technology__equipment","corporate_contracts_types-securities"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43836","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43836"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43836"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43836"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43836"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}