<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>3
<FILENAME>a2050616zex-99_2.txt
<DESCRIPTION>EXHIBIT 99.2
<TEXT>

<PAGE>


                                                                  EXHIBIT 99.2

                               [DAVIES WARD PHILLIPS & VINEBERG LLP LETTERHEAD]

                                                                File No. 37109



                                  May 25, 2001



Celestica Inc.
12 Concorde Place
Toronto, Ontario
M3C 3R8



                                CELESTICA INC.
                                PUBLIC OFFERING

                  We have acted as Canadian counsel to Celestica Inc. (the
"Corporation") in connection with the preparation and filing with the United
States Securities and Exchange Commission (the "Commission") under the
SECURITIES ACT OF 1933, as amended (the "Securities Act"), of the Corporation's
registrations statement on Form F-3 (Reg. Nos. 333-12272 and 333-50240), as
amended (the "Registration Statement") relating to the offering, as set forth
in the Registration Statement and the form of prospectus contained therein (the
"Prospectus") and one or more supplements to the Prospectus, of subordinate
voting shares of the Corporation (the "Subject Shares").

                  We have examined such corporate records of the Corporation,
such certificates of officers of the Corporation, public officials and others
and originals, copies or facsimiles of such other agreements, instruments,
certificates and documents as we have deemed necessary or advisable as a basis
for the opinion expressed below. We have also relied, as to certain matters of
fact, on a certificate of an officer of the Corporation of even date herewith, a
copy of which is attached hereto. We have assumed the genuineness of all
signatures, the legal capacity of all individuals, the authenticity of all
documents submitted to us as originals and the conformity to authentic originals
of all documents submitted to us as certified or photostatic copies or as
facsimiles.

                  Based and relying on and subject to the foregoing, we are of
the opinion that, upon the issuance by the Corporation of the Subject Shares
upon the terms and subject to the conditions contemplated in the Registration
Statement (including, without limitation, the receipt by the Corporation of the
consideration therefor), the Subject Shares will be validly issued and
outstanding as fully paid and non-assessable shares in the capital of the
Corporation.


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                                      - 2 -

                  Our opinions expressed herein are limited to the laws of the
Province of Ontario and the federal laws of Canada applicable in that province.

                  We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement (as it may be amended from time to time) and to
the reference to our firm under the heading "Legal Matters" in the Prospectus
(as it may be amended from time to time), without thereby admitting that we are
"experts" under the Securities Act or the rules and regulations of the
Commission thereunder for purposes of any part of the Registration Statement (as
it may be amended from time to time), including this exhibit.

                  The opinion expressed herein is provided solely for your
benefit in connection with the filing of the Registration Statement with the
Commission and may not be used or relied upon by any other person or for any
other purpose.

                                Yours very truly,


                                /s/ Davies Ward Phillips & Vineberg LLP


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