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<SEC-DOCUMENT>0000912057-01-517691.txt : 20010528
<SEC-HEADER>0000912057-01-517691.hdr.sgml : 20010528
ACCESSION NUMBER:		0000912057-01-517691
CONFORMED SUBMISSION TYPE:	6-K/A
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20010525
FILED AS OF DATE:		20010525

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CELESTICA INC
		CENTRAL INDEX KEY:			0001030894
		STANDARD INDUSTRIAL CLASSIFICATION:	ELECTRONIC COMPONENTS, NEC [3679]
		IRS NUMBER:				980185558
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		6-K/A
		SEC ACT:		
		SEC FILE NUMBER:	001-14832
		FILM NUMBER:		1648873

	BUSINESS ADDRESS:	
		STREET 1:		12 CONCORD PL
		STREET 2:		7TH FL
		CITY:			ONTARIO M3C 1V7
		STATE:			A6
		BUSINESS PHONE:		416442211
</SEC-HEADER>
<DOCUMENT>
<TYPE>6-K/A
<SEQUENCE>1
<FILENAME>a2050616z6-ka.txt
<DESCRIPTION>FORM 6-K/A
<TEXT>

<PAGE>



===============================================================================

                                   FORM 6-K/C

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                        REPORT OF FOREIGN PRIVATE ISSUER

                      PURSUANT TO RULE 13a-16 OR 15d-16 OF

                       THE SECURITIES EXCHANGE ACT OF 1934

                            For the month of May 2001


                 -----------------------------------------------

                                 CELESTICA INC.
                 (TRANSLATION OF REGISTRANT'S NAME INTO ENGLISH)

                 -----------------------------------------------

                                12 CONCORDE PLACE
                                TORONTO, ONTARIO
                                 CANADA, M3C 3R8
                                 (416) 448-5800
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

         Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.


            Form 20-F       X                    Form 40-F
                     -------------                        -------------

         Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the information to
the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.


                 Yes                                  No      X
                    -------------                       -------------

         If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82-__________

===============================================================================

<PAGE>




                                 CELESTICA INC.
                                   FORM 6-K/C
                                MONTH OF MAY 2001


         Filed with this Form 6-K/C are the following Exhibits to the Company's
Registration Statement on Form F-3 (Reg. No. 333-50240):

                  1.2      Underwriting Agreement, dated May 22, 2001, between
                           Celestica Inc. and Banc of America Securities
                           LLC.

                  5.2      Opinion of Davies Ward Phillips & Vineberg LLP





         Exhibit
         -------


         99.1     Underwriting Agreement, dated May 22, 2001, between
                  Celestica Inc. and Banc of America Securities LLC.

         99.2     Opinion of Davies Ward Phillips & Vineberg LLP



                                        1
<PAGE>



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.






                                CELESTICA INC.




Date: May 25, 2001              By:  /s/ Elizabeth DelBianco
                                     ---------------------------------------
                                     Name: Elizabeth DelBianco
                                     Title: Vice President & General Counsel




                                        2
<PAGE>




                                  EXHIBIT INDEX
                                  -------------


         EXHIBIT                            DESCRIPTION
         -------                            -----------
         99.1              Underwriting Agreement, dated May 22, 2001,
                           between Celestica Inc. and Banc of
                           America Securities LLC.
         99.2              Opinion of Davies Ward Phillips & Vineberg LLP






                                        3

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>a2050616zex-99_1.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>

<PAGE>


                                                                    EXHIBIT 99.1



- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------




                                 CELESTICA INC.






                      12,000,000 SUBORDINATE VOTING SHARES






                             UNDERWRITING AGREEMENT







Dated:   May 22, 2001

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------


<PAGE>



                                 CELESTICA INC.


                      12,000,000 Subordinate Voting Shares


                             UNDERWRITING AGREEMENT


                                                                    May 22, 2001


Banc of America Securities LLC
600 Montgomery Street
San Francisco, California  94111

Ladies and Gentlemen:

                  Celestica Inc., an Ontario corporation (the "COMPANY"),
proposes to issue and sell 12,000,000 Subordinate Voting Shares (the "FIRM
SHARES") to Banc of America Securities LLC (the "UNDERWRITER").

                  The Company also proposes to issue and sell to the Underwriter
not more than an additional 1,800,000 Subordinate Voting Shares (the "ADDITIONAL
SHARES") if and to the extent that the Underwriter shall have determined to
exercise the right to purchase such shares granted to the Underwriter in Section
2 hereof. The Firm Shares and the Additional Shares are hereinafter collectively
referred to as the "SHARES."

                  The Subordinate Voting Shares of the Company to be outstanding
after giving effect to the sales contemplated hereby are hereinafter referred to
as the "SUBORDINATE VOTING SHARES."

                  The Company has filed with the Securities and Exchange
Commission (the "COMMISSION") a registration statement on Form F-3 (Registration
No. 333-12272) (the "FIRST REGISTRATION STATEMENT") and a registration statement
on Form F-3 (Registration No. 333-50240) (the "SECOND REGISTRATION STATEMENT")
under the Securities Act of 1933, as amended (the "SECURITIES ACT"), covering
the registration of the Shares under the Securities Act, including pursuant to
Rule 429 of the Securities Act a combined prospectus, relating to Subordinate
Voting Shares, preference shares, debt securities and warranties to purchase
Subordinate Voting Shares and has filed with, or transmitted for filing to, or
shall promptly hereafter file with or transmit for filing to, the Commission a
prospectus supplement (the "U.S. PROSPECTUS SUPPLEMENT") specifically relating
to the Shares pursuant to Rule 430A and Rule 424(b) under the Securities Act.
The term "REGISTRATION STATEMENT" means, collectively, the First Registration
Statement and the Second Registration Statement, including the exhibits thereto,
as amended to the date of this Agreement. The "BASIC PROSPECTUS" means the
prospectus as included in the Registration Statement as modified in accordance
with Rule 430A and Rule 424(b). The term "U.S. PROSPECTUS" means the Basic
Prospectus together with the U.S. Prospectus Supplement. The Company also has
prepared and filed with the Canadian securities regulatory authorities in all of


<PAGE>


the provinces and territories of Canada (the "CANADIAN SECURITIES REGULATORY
AUTHORITIES") pursuant to National Instrument 44-102 of the Canadian Securities
Administrators, a short form base shelf prospectus (the "CANADIAN SHELF
PROSPECTUS") and has filed with, or transmitted for filing to, or shall promptly
hereafter file with or transmit for filing to, the Canadian Securities
Regulatory Authorities a prospectus supplement (the "CANADIAN PROSPECTUS
SUPPLEMENT") specifically relating to the Shares (in the English and French
languages, as applicable) and otherwise fulfill and comply with all Canadian
Securities Laws, to the satisfaction of the Underwriter, required to be
fulfilled or complied with by the Company to enable the Shares to be lawfully
distributed in the Qualifying Provinces through the Underwriter or any other
investment dealer registered as such in the Qualifying Provinces or exempt from
such registration requirement. These requirements shall be fulfilled in each of
the Qualifying Provinces not later than 5:00 p.m., Toronto time, on May 24, 2001
or by such later date or dates as may be determined by the Underwriter in its
sole discretion. The term "CANADIAN PROSPECTUS" means the Canadian Shelf
Prospectus as supplemented by the Canadian Prospectus Supplement. The U.S
Prospectus and the Canadian Prospectus in the respective forms first used to
confirm sales of Shares are hereinafter collectively referred to as the
"PROSPECTUS." The U.S. Prospectus Supplement and the Canadian Prospectus
Supplement are hereinafter collectively referred to as the "PROSPECTUS
SUPPLEMENT." As used herein, the term "Prospectus" shall include the documents,
if any, incorporated by reference therein. The terms "supplement," "amendment"
and "amend" as used herein shall include all documents deemed to be incorporated
by reference in the (i) U.S. Prospectus that are filed subsequent to the date of
the U.S. Prospectus by the Company with the Commission pursuant to the
Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT") and (ii)
Canadian Prospectus that are filed subsequent to the date of the Canadian
Prospectus pursuant to all applicable securities laws in each of the provinces
and territories of Canada (the "QUALIFYING PROVINCES") and the respective
regulations and rules under such laws together with applicable published policy
statements of the Canadian Securities Administrators and the Canadian Securities
Regulatory Authorities (collectively, "CANADIAN SECURITIES LAWS").

                  1.       REPRESENTATIONS AND WARRANTIES.  The Company
represents and warrants to and agrees with the Underwriter that:

                  (a) The Registration Statement has become effective; no stop
order suspending the effectiveness of the Registration Statement is in effect,
and no proceedings for such purpose are pending before or threatened by the
Commission.

                  (b) (i) Each document, if any, filed or to be filed
pursuant to the Exchange Act and incorporated by reference in the U.S.
Prospectus complied or will comply when so filed in all material respects
with the Exchange Act and the applicable rules and regulations of the
Commission thereunder, (ii) each part of the Registration Statement, when
such part became effective, did not contain, and each such part, as amended
or supplemented, if applicable, at all times subsequent thereto up to and
including the Closing Date will not contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein not misleading, (iii) the
Registration Statement and the U.S. Prospectus comply, and, as amended or
supplemented, if applicable, at all times subsequent thereto up to and
including the Closing Date will comply in all material respects with the
Securities Act and the applicable rules and regulations of the Commission
thereunder and (iv) the

                                       2
<PAGE>


U.S. Prospectus does not contain and, as amended or supplemented, if applicable,
will not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, except that the
representations and warranties set forth in this Section 1(b) do not apply to
statements or omissions in the Registration Statement or the U.S. Prospectus
based upon information relating to the Underwriter furnished to the Company in
writing by you expressly for use therein.

                  (c) The Canadian Shelf Prospectus has been filed with the
Canadian Securities Regulatory Authorities in compliance with the Canadian
Securities Laws and the Ontario Securities Commission issued a decision document
under National Policy 43-201 dated May 1, 2001 with respect to the Canadian
Shelf Prospectus evidencing the final receipts of the Canadian Securities
Regulatory Authorities therefor.

                  (d) (i) All information and statements (except information
relating solely to and furnished by the Underwriter) contained in the Canadian
Prospectus, including the documents incorporated therein by reference and any
other management information circular, financial statements or material change
reports (other than confidential material change reports) filed by the Company
with any Canadian Securities Regulatory Authority after the date of the Canadian
Prospectus and prior to the termination of the distribution of the Shares, are
true and correct and contain no misrepresentation and constitute full, true and
plain disclosure of all material facts relating to the Company and the Shares;
(ii) no material fact or information has been omitted from such disclosure
(except facts or information relating solely to the Underwriter) which is
required to be stated in such disclosure or is necessary to make the statements
or information contained in such disclosure not misleading in light of the
circumstances under which they were made; and (iii) such documents comply fully
with the requirements of the Canadian Securities Laws.

                  (e) The consolidated financial statements of the Company
incorporated by reference or included in the Prospectus present fairly the
consolidated financial position of the Company and its subsidiaries as of the
dates indicated and the consolidated results of operation and the consolidated
changes in financial position of the Company and its subsidiaries for the
periods specified; and such consolidated financial statements have been prepared
in conformity with generally accepted accounting principles in Canada,
consistently applied throughout the periods involved, and the audited
consolidated financial statements have been reconciled to generally accepted
accounting principles in the United States in accordance with applicable U.S.
securities laws.

                  (f) The Company has been duly incorporated, is validly
existing under the BUSINESS CORPORATIONS ACT (Ontario), has the corporate power
and authority to own its property and to conduct its business as described in
the Prospectus and is duly registered or qualified to transact business and is
in good standing in each jurisdiction in which the conduct of its business or
its ownership or leasing of property requires such registration or
qualification, except to the extent that the failure to be so registered or
qualified or be in good standing would not have a material adverse effect on the
business, financial condition or result of operations of the Company and its
subsidiaries, taken as a whole (a "MATERIAL ADVERSE Effect").


                                       3
<PAGE>


                  (g) Each subsidiary of the Company has been duly incorporated,
is validly existing as a corporation in good standing under the laws of the
jurisdiction of its incorporation, has the corporate power and authority to own
its property and to conduct its business as described in the Prospectus and is
duly registered or qualified to transact business and is in good standing in
each jurisdiction in which the conduct of its business or its ownership or
leasing of property requires such registration or qualification, except to the
extent that the failure to be so registered or qualified or be in good standing
would not have a Material Adverse Effect; all of the issued shares of capital
stock of each subsidiary of the Company have been duly and validly authorized
and issued, are fully paid and non-assessable and are owned directly or
indirectly by the Company (except for directors' qualifying shares), free and
clear of all liens, encumbrances, equities or claims, except as described in the
Prospectus.

                  (h) The authorized capital stock of the Company conforms as to
legal matters to the description thereof contained in the Prospectus.

                  (i) The outstanding Subordinate Voting Shares and Multiple
Voting Shares (as the term is used in the Prospectus) have been duly authorized
and are validly issued, fully paid and nonassessable. No person is entitled to
preemptive or similar rights to acquire any securities of the Company other than
pursuant to options issued to employees of the Company pursuant to any existing
stock option plan of the Company. Other than options granted to employees of the
Company pursuant to the Long-Term Incentive Plan and the Company's Liquid Yield
OptionTM Notes due 2020, there are no outstanding securities of the Company
convertible into or exchangeable for, or warrants, rights or options to purchase
from the Company, or obligations of the Company to issue, any Subordinate Voting
Shares, Multiple Voting Shares or any other class of shares in the capital of
the Company, except as set forth in the Prospectus.

                  (j) The Shares have been duly authorized and, when issued and
delivered to the Underwriter against payment therefor in accordance with the
terms of this Agreement, will be validly issued, fully paid and nonassessable,
and the issuance of such Shares will not be subject to any preemptive or similar
rights.

                  (k) The execution and delivery by the Company of, and the
performance by the Company of its obligations under, this Agreement will not
contravene (i) any provision of applicable law or the articles of incorporation
or bylaws of the Company; (ii) any agreement or other instrument binding upon
the Company or any of its subsidiaries; or (iii) any judgment, order or decree
of any governmental body, agency or court having jurisdiction over the Company
or any subsidiary, except, with respect to clause (ii), as would not have a
Material Adverse Effect and no consent, filing approval, authorization or order
of, or qualification with, any governmental body or agency is required for the
performance by the Company of its obligations under this Agreement except the
filing of the Canadian Prospectus Supplement with the Canadian Securities
Regulatory Authorities, the filing of the U.S. Prospectus with the Commission
pursuant to Rule 430A and Rule 424(b) and such as may be required by the
securities or Blue Sky laws of the various states in connection with the offer
and sale of the Shares.

                  (l) The execution and delivery of this Agreement and the
performance by the Company of its obligations hereunder have been duly
authorized by the Company, and this


                                       4
<PAGE>


Agreement has been duly executed and delivered by the Company and constitutes a
legal, valid and binding obligation of the Company enforceable against the
Company in accordance with its terms subject to: (i) bankruptcy, insolvency,
moratorium, reorganization and other laws affecting enforcement of rights of
creditors generally; (ii) general principles of equity, including the
qualification that equitable remedies, including, without limitation, specific
performance and injunction, may be granted only in the discretion of a court of
competent jurisdiction; (iii) the statutory and inherent powers of a Canadian
court to stay proceedings before it and to grant relief from forfeiture; (iv)
the limitation that any judgment of a Canadian court for a monetary amount will
be given in Canadian currency; (v) the limitation that the rights of indemnity,
contribution and waiver may be limited by applicable laws; and (vi) judicial
application of foreign laws or foreign governmental actions affecting creditors'
rights.

                  (m) There has not occurred any material adverse change, or any
development involving a prospective material adverse change, in the condition,
financial or otherwise, or in the earnings, business or operations of the
Company and its subsidiaries, taken as a whole, from that set forth in the
Prospectus (exclusive of any amendments or supplements thereto subsequent to the
date of this Agreement).

                  (n) There are no legal or governmental proceedings pending or,
to the Company's knowledge, threatened to which the Company or any of its
subsidiaries is a party or to which any of the properties of the Company or any
of its subsidiaries is subject that are required to be described in the
Registration Statement or the Prospectus and are not so described or any
statutes, regulations, contracts or other documents that are required to be
described in the Registration Statement or the Prospectus or to be filed as
exhibits to the Registration Statement that are not described or filed as
required.

                  (o) The Basic Prospectus filed as part of the Registration
Statement as originally filed or as part of any amendment thereto complied when
so filed in all material respects with the Securities Act and the applicable
rules and regulations of the Commission thereunder.

                  (p) The Canadian Shelf Prospectus complied when filed in all
material respects with the Canadian Securities Laws.

                  (q) The Company is not and, after giving effect to the
offering and sale of the Shares and the application of the proceeds thereof as
described in the Prospectus, will not be an "investment company" as such term is
defined in the Investment Company Act of 1940, as amended.

                  (r) The Company and its subsidiaries (i) are in compliance
with any and all applicable foreign, federal, state, provincial, and local laws
and regulations relating to the protection of human health and safety, the
environment or hazardous or toxic substances or wastes, pollutants or
contaminants ("ENVIRONMENTAL LAWS"); (ii) have received all permits, licenses or
other approvals required of them under applicable Environmental Laws to conduct
their respective businesses; and (iii) are in compliance with all terms and
conditions of any such permit, license or approval, except where such
noncompliance with Environmental Laws, failure to receive required permits,
licenses or other approvals or failure to comply with the terms and


                                       5
<PAGE>


conditions of such permits, licenses or approvals would not, singly or in the
aggregate, have a Material Adverse Effect.

                  (s) There are no costs or liabilities associated with
Environmental Laws (including, without limitation, any capital or operating
expenditures required for cleanup, closure of properties or compliance with
Environmental Laws or any permit, license or approval, any related constraints
on operating activities and any potential liabilities to third parties) which
would, singly or in the aggregate, have a Material Adverse Effect.

                  (t) There are no contracts, agreements or understandings
between the Company and any person granting such person the right to require the
Company to file a registration statement under the Securities Act with respect
to any securities of the Company or to require the Company to include such
securities with the Shares registered pursuant to the Registration Statement.

                  (u) Subsequent to the respective dates as of which information
is given in the Registration Statement and the Prospectus, (i) the Company and
its subsidiaries have not incurred any material liability or obligation, direct
or contingent, nor entered into any material transaction not in the ordinary
course of business; (ii) the Company has not purchased any of its outstanding
capital stock, nor declared, paid or otherwise made any dividend or distribution
of any kind on its capital stock other than ordinary and customary dividends;
and (iii) there has not been any material change in the capital stock,
short-term debt or long-term debt of the Company and its subsidiaries, except in
each case as described in the Prospectus.

                  (v) The Company and its subsidiaries have good and marketable
title in fee simple to all real property owned by them and good and marketable
title to all personal property owned by them, in each case free and clear of all
liens, encumbrances and defects except such as are described in the Prospectus
or such as would not have a Material Adverse Effect; and any real property and
buildings held under lease by the Company and its subsidiaries are held by them
under valid, subsisting and enforceable leases, in each case except as described
in the Prospectus or such as would not have a Material Adverse Effect.

                  (w) The Company and its subsidiaries own or possess, or can
acquire on reasonable terms, all material patents, patent rights, licenses,
inventions, copyrights, know-how (including trade secrets and other unpatented
and/or unpatentable proprietary or confidential information, systems or
procedures), trademarks, service marks and trade names currently employed by
them in connection with the business now operated by them, and neither the
Company nor any of its subsidiaries has received any notice of infringement of
or conflict with asserted rights of others with respect to any of the foregoing
which, singly or in the aggregate, if the subject of an unfavorable decision,
filing or finding, would have a Material Adverse Effect.

                  (x) No material labor dispute with the employees of the
Company or any of its subsidiaries exists, or, to the knowledge of the Company,
is imminent; and the Company is not aware of any existing, threatened or
imminent labor disturbance by the employees of any of its principal suppliers,
manufacturers or contractors that could be reasonably expected to have a
Material Adverse Effect.


                                       6
<PAGE>


                  (y) The Company and its subsidiaries are insured by insurers
of recognized financial responsibility against such losses and risks and in such
amounts as are prudent and customary in the businesses in which they are
engaged; neither the Company nor any of its subsidiaries has been refused any
insurance coverage sought or applied for; and neither the Company nor any of its
subsidiaries has any reason to believe that it will not be able to renew its
existing insurance coverage as and when such coverage expires or to obtain
similar coverage from similar insurers as may be necessary to continue its
business at a cost that would not have a Material Adverse Effect, except as
described in the Prospectus.

                  (z) The Company and its subsidiaries possess all certificates,
authorizations and permits issued by the appropriate federal, provincial, state
or foreign regulatory authorities necessary to conduct their respective
businesses, and neither the Company nor any of its subsidiaries has received any
notice of proceedings relating to the revocation or modification of any such
certificate, authorization or permit which, singly or in the aggregate, if the
subject of an unfavorable decision, ruling or finding, would have a Material
Adverse Effect, except as described in the Prospectus.

                  (aa) The Company and each of its subsidiaries maintain a
system of internal accounting controls sufficient to provide reasonable
assurance that (i) transactions are executed in accordance with management's
general or specific authorizations; (ii) transactions are recorded as necessary
to permit preparation of financial statements in conformity with generally
accepted accounting principles and to maintain asset accountability; (iii)
access to assets is permitted only in accordance with management's general or
specific authorization; and (iv) the recorded accountability for assets is
compared with the existing assets at reasonable intervals and appropriate action
is taken with respect to any differences.

                  (bb) KPMG LLP, who reported on and certified the financial
statements included in the Registration Statement and the Prospectus, is an
independent public accountant as required by the Securities Act.

                  (cc) The Company shall use the net proceeds of the offering of
the Shares pursuant to this Agreement in the manner specified in the Prospectus
under the caption "Use of Proceeds."

                  (dd) The form of certificate representing the Subordinate
Voting Shares has been approved by the Company and complies with the provisions
of the BUSINESS CORPORATIONS ACT (Ontario) and the requirements of The New York
Stock Exchange and The Toronto Stock Exchange.

                  (ee) The filing of any amendment to the Canadian Prospectus
required by Canadian Securities Laws (a "Canadian Prospectus Amendment") shall
constitute a representation and warranty by the Company to the Underwriter that
as of the date of filing:

                        (i) all information and statements (except
                  information relating solely to and furnished by the
                  Underwriter) contained in the Canadian Prospectus or any
                  Canadian Prospectus Amendment, as the case may be, including
                  the documents incorporated therein by reference and any other
                  management information circular,


                                       7
<PAGE>


                  financial statements or
                  material change reports (other than confidential material
                  change reports) filed by the Company with any Canadian
                  Securities Regulatory Authority in any of the Qualifying
                  Provinces after the date of the Canadian Prospectus and prior
                  to the termination of the distribution of the Shares
                  (collectively, the "DOCUMENTS INCORPORATED BY REFERENCE"), are
                  true and correct and contain no misrepresentation and
                  constitute full, true and plain disclosure of all material
                  facts relating to the Company and the Shares;

                      (ii) no material fact or information has been omitted from
                  such disclosure (except facts or information relating solely
                  to the Underwriter) which is required to be stated in such
                  disclosure or is necessary to make the statements or
                  information contained in such disclosure not misleading in
                  light of the circumstances under which they were made; and

                      (iii) such documents comply fully with the requirements of
                  the Canadian Securities Laws.

                  Such filings shall also constitute the Company's consent to
the Underwriter's use of the Canadian Prospectus, the Documents Incorporated By
Reference and any Canadian Prospectus Amendments in connection with distribution
of the Shares in the Qualifying Provinces in compliance with the provisions of
this Agreement and the Canadian Securities Laws.

                  2. AGREEMENTS TO SELL AND PURCHASE. (a) On the basis of the
representations and warranties herein contained and subject to the terms and
conditions herein set forth, the Company agrees to sell to the Underwriter and
the Underwriter agrees to purchase the Firm Shares from the Company. The
purchase price for the Firm Shares shall be U.S. $58.78 per share.

                  (b) On the basis of the representations and warranties
contained in this Agreement, and subject to its terms and conditions, the
Company agrees to sell to the Underwriter the Additional Shares, and the
Underwriter shall have a one-time right to purchase up to an aggregate of
1,800,000 Additional Shares on the same basis as the Firm Shares. If the
Underwriter elects to exercise such option, it shall so notify the Company in
writing not later than June 28, 2001, which notice shall specify the number of
Additional Shares to be purchased by the Underwriter and the date on which such
shares are to be purchased. Such date may be the same as the Closing Date but
not earlier than the Closing Date nor later than five business days after the
date of such notice. Additional Shares may be purchased as provided in Section 4
hereof solely for the purpose of covering overallotments made in connection with
the offering of the Firm Shares.

                  (c) The Company hereby agrees that, without the prior written
consent of the Underwriter, it will not, during the period ending 90 days after
the date of the closing of the offering, (i) offer, issue, secure, pledge, sell,
contract to sell, sell any option or contract to purchase, purchase any option
or contract to sell, grant any option, right or warrant to purchase, lend, or
otherwise transfer or dispose of, directly or indirectly, any Subordinate Voting
Shares, Multiple Voting Shares or any securities convertible into or exercisable
or exchangeable for


                                       8
<PAGE>


Subordinate Voting Shares or Multiple Voting Shares or (ii) enter into any swap
or other arrangement that transfers to another, in whole or in part, any of the
economic consequences of ownership of the Subordinate Voting Shares or Multiple
Voting Shares whether any such swap or transaction described in clauses (i) and
(ii) above is to be settled by delivery of Subordinate Voting Shares or Multiple
Voting Shares or other securities of the Company, in cash or otherwise. The
foregoing sentence shall not apply to (a) the sale of any Subordinate Voting
Shares to the Underwriter pursuant to this Agreement, (b) the issuance by the
Company of Subordinate Voting Shares upon exercise of an option or a warrant or
the conversion of a security outstanding on the date of the Prospectus
Supplement and of which the Underwriter has been advised in writing, (c) the
issuance of any options or Subordinate Voting Shares pursuant to the Company's
existing option plans; (d) the repurchase of Subordinate Voting Shares pursuant
to an employee stock purchase plan from an employee upon termination of such
employee's employment or upon the default by such employee on a loan incurred to
acquire such Subordinate Voting Shares (or a refinancing of such loans); or (e)
the Company's issuance of Subordinate Voting Shares or other securities in
connection with the acquisition of any business, facilities or other assets,
including the issuance of Subordinate Voting Shares or other securities in
connection with employment agreements relating to any such acquisition.

                  3. TERMS OF PUBLIC OFFERING. The Company is advised by you
that you propose to make a public offering of the Shares in the United States
and, through its Canadian affiliate, in Canada as soon after this Agreement has
been executed as in your judgment is advisable. The Company is further advised
by you that the Shares are to be offered to the public initially at U.S. $59.50
per share.

                  4. PAYMENT AND DELIVERY. Payment for the Firm Shares shall be
made to the Company in immediately available funds in Toronto against delivery
of such Firm Shares for the account of the Underwriter at 10:00 a.m., New York
City time, on May 29, 2001, or at such other time on the same or such other
date, not later than June 5, 2001, as shall be designated in writing by you. The
time and date of such payment are hereinafter referred to as the "CLOSING DATE."

                  Payment for any Additional Shares shall be made to the Company
in immediately available funds in Toronto, against delivery of such Additional
Shares for the account of the Underwriter at 10:00 a.m., New York City time, on
the date specified in the notice described in Section 2 or at such other time on
the same or on such other date, in any event not later than June 28, 2001, as
shall be designated in writing by the Underwriter. The time and date of such
payment are hereinafter referred to as the "OPTION CLOSING DATE."

                  Certificates for the Firm Shares and Additional Shares shall
be in definitive form and registered in such names and in such denominations as
you shall request in writing not later than two full business days prior to the
Closing Date or the Option Closing Date, as the case may be. The certificates
evidencing the Firm Shares and Additional Shares shall be delivered to you on
the Closing Date or the Option Closing Date, as the case may be, with any
transfer taxes payable in connection with the transfer of the Shares to you duly
paid, against payment of the purchase price therefor.

                  Concurrently with the payment by the Underwriter of the
purchase price for the Firm Shares or the Additional Shares, as the case may be,
the Company shall pay to the


                                       9
<PAGE>


Underwriter the underwriting commission of U.S. $0.72 per Firm Share or
Additional Share, as the case may be.

                  5. CONDITIONS TO THE UNDERWRITER'S OBLIGATIONS. The
obligations of the Company to sell the Firm Shares to the Underwriter and the
obligation of the Underwriter to purchase and pay for the Firm Shares on the
Closing Date are subject to the condition that the Registration Statement shall
remain effective until the Closing Date.

                  The obligation of the Underwriter is subject to the following
further conditions:

                  (a) The Underwriter shall have received on the Closing Date a
certificate, dated the Closing Date and signed by two executive officers of the
Company (including either the chief executive officer or chief financial
officer), to the effect that since the date of the Prospectus there has been no
material adverse change (actual, anticipated, contemplated or threatened,
whether financial or otherwise) in the business, affairs, operations, assets,
liabilities (contingent or otherwise) or capital of the Company and its
subsidiaries on a consolidated basis; no stop order suspending the effectiveness
of the Registration Statement has been issued, and no proceedings for that
purpose have been instituted or are pending or are contemplated by the
Commission; and to the effect that the representations and warranties of the
Company contained in this Agreement are true and correct as of the Closing Date
and that the Company has complied with all of the agreements and satisfied all
of the conditions on its part to be performed or satisfied hereunder on or
before the Closing Date.

                  The officers signing and delivering such certificate may rely
upon the best of his or her knowledge as to proceedings threatened.

                  (b) The Underwriter shall have received on the Closing Date an
opinion of Davies Ward Phillips & Vineberg LLP, Canadian counsel for the
Company, dated the Closing Date, to the effect that:

                  (i) the Company has been duly incorporated, is existing as a
                  corporation, has the corporate power and authority to own its
                  property and to conduct its business as described in the
                  Prospectus and is duly registered or qualified to transact
                  business and is in good standing in each jurisdiction in
                  Canada in which the conduct of its business or its ownership
                  or leasing of property requires such registration or
                  qualification, except to the extent that the failure to be so
                  registered or qualified or be in good standing would not have
                  a Material Adverse Effect;

                  (ii) each subsidiary of the Company set forth in a schedule to
                  such counsel's opinion incorporated in a province or under the
                  federal laws of Canada (a "CANADIAN SUBSIDIARY") has been duly
                  incorporated, is existing as a corporation in good standing
                  under the laws of the jurisdiction of its incorporation, has
                  the corporate power and authority to own its property and to
                  conduct its business as described in the Prospectus and is
                  duly registered or qualified to transact business and is in
                  good standing in the respective provinces set forth in a
                  schedule to such counsel's opinion;


                                       10
<PAGE>


                  (iii) the authorized capital of the Company conforms as to
                  legal matters to the description thereof contained in the
                  Prospectus;

                  (iv)  the Subordinate Voting Shares and the Multiple Voting
                  Shares outstanding prior to the issuance of the Shares have
                  been duly authorized and are validly issued, fully paid and
                  non-assessable;

                  (v)   all of the issued shares of capital stock of each
                  Canadian Subsidiary have been duly and validly authorized and
                  issued, are fully paid and non-assessable and are registered
                  in the name of the Company or a subsidiary of the Company;

                  (vi)  the Shares have been duly authorized and, when issued
                  and delivered in accordance with the terms of this Agreement,
                  will be validly issued, fully paid and nonassessable and the
                  issuance of such Shares will not be subject to any preemptive
                  or similar rights;

                  (vii) this Agreement has been duly authorized, executed and
                  delivered by the Company ;

                  (viii) the  execution  and delivery by the Company of, and the
                  performance by the Company of its obligations under, this
                  Agreement will not contravene any provision of applicable laws
                  of the Province of Ontario or any federal laws of Canada
                  applicable therein or the articles of incorporation or bylaws
                  of the Company or, to the best of such counsel's knowledge,
                  such agreements or instruments set forth in a schedule to such
                  counsel's opinion, or, to the best of such counsel's
                  knowledge, any judgment, order or decree of any governmental
                  body, agency or court in Canada having jurisdiction over the
                  Company or any subsidiary, and no consent, approval,
                  authorization or order of, or qualification with, any
                  governmental body or agency in Canada is required for the
                  performance by the Company of its obligations under this
                  Agreement except such as have been obtained;

                  (ix) the statements in the Prospectus under the captions
                  "Enforceability of Civil Liabilities," "Description of Capital
                  Stock," excluding the statements under the caption "Certain
                  United States Federal Income Tax Considerations," and "Certain
                  Canadian Federal Income Tax Considerations" insofar as such
                  statements constitute summaries of the legal matters,
                  documents or proceedings referred to therein, fairly summarize
                  the matters referred to therein in all material respects;

                  (x) to the best of such counsel's knowledge, there are no
                  legal or governmental proceedings in Canada pending or
                  threatened to which the Company or any of its subsidiaries is
                  a party or to which any of the properties of the Company or
                  any of its subsidiaries is subject that are required to be
                  described in the Canadian Prospectus and are not so described
                  or of any statutes,


                                       11
<PAGE>


                  regulations, contracts or other documents that are required to
                  be described in the Canadian Prospectus;

                      (xi) such counsel  (A) has no reason to believe that
                  (except for financial statements and schedules and other
                  financial and statistical data as to which such counsel need
                  not express any belief) the Canadian Prospectus at the time it
                  was filed contained any untrue statement of a material fact or
                  omitted to state a material fact required to be stated therein
                  or necessary to make the statements therein not misleading and
                  (B) has no reason to believe that (except for financial
                  statements and schedules and other financial and statistical
                  data as to which such counsel need not express any belief) the
                  Canadian Prospectus, as of its date, contained and, as of the
                  Closing Date, contains any untrue statement of a material fact
                  or omits to state a material fact necessary in order to make
                  the statements therein, in the light of the circumstances
                  under which they were made, not misleading; and

                      (xii) all documents have been filed and all requisite
                  proceedings have been taken and all approvals, permits,
                  consents and authorizations of the appropriate regulatory
                  authorities under the Canadian Securities Laws has been
                  obtained by the Company to qualify the Shares for distribution
                  or distribution to the public through investment dealers or
                  brokers registered under the applicable Canadian Securities
                  Laws, who have complied with the relevant provisions of such
                  applicable laws.

                  (c) The Underwriter shall have received on the Closing Date an
                  opinion of Kaye Scholer LLP, counsel for the Company, dated
                  the Closing Date, to the effect that:

                      (i) each subsidiary of the Company incorporated in the
                  State of Delaware has been duly incorporated, is validly
                  existing as a corporation in good standing under the laws of
                  the jurisdiction of its incorporation, has the corporate power
                  and authority to own its property and to conduct its business
                  as described in the Prospectus and is duly qualified to
                  transact business and is in good standing in the respective
                  states set forth in a schedule to such counsel's opinion;

                      (ii) the  execution  and delivery by the Company of, and
                  the performance by the Company of its obligations under, this
                  Agreement, will not contravene any provision of applicable
                  federal law of the United States or the laws of the States of
                  New York or the General Corporation Law of the State of
                  Delaware or, to the best of such counsel's knowledge, such
                  agreements or instruments set forth in a schedule to such
                  counsel's opinion, or, to the best of such counsel's
                  knowledge, any judgment, order or decree of any governmental
                  body, agency or court in the United States having jurisdiction
                  over the Company or any subsidiary, and no consent, approval,
                  authorization or order of, or qualification with, any
                  governmental body or agency in the United States is required
                  for the performance by the Company of its obligations under
                  this Agreement, except such as may be required by the
                  securities or Blue Sky laws of


                                       12
<PAGE>


                  the various states in connection with the offer and sale of
                  the Shares by the Underwriter;

                      (iii) assuming the due authorization, execution and
                  delivery of this Agreement by the Company under the laws of
                  Ontario and the federal laws of Canada applicable therein,
                  this Agreement (to the extent execution and delivery are
                  governed by the laws of the State of New York) has been duly
                  executed and delivered by the Company;

                      (iv) the statements (A) in the U.S. Prospectus under the
                  caption "Description of Capital Stock - Certain United States
                  Federal Income Tax Considerations" and (B) in "Item 3 - Legal
                  Proceedings" of the Company's most recent annual report on
                  Form 20-F incorporated by reference in the Prospectus, insofar
                  as such statements constitute summaries of the legal matters,
                  documents or proceedings referred to therein, fairly present
                  the information called for with respect to such legal matters,
                  documents and proceedings and fairly summarize the matters
                  referred to therein in all material respects (except for the
                  BUSINESS CORPORATIONS ACT (Ontario) and the By-laws of the
                  Company as to which such counsel need not express any belief);

                      (v) to the best of such counsel's knowledge, there are no
                  legal or governmental proceedings in the United States pending
                  or threatened to which the Company or any of its subsidiaries
                  is a party or to which any of the properties of the Company or
                  any of its subsidiaries is subject that are required to be
                  described in the Registration Statement or the U.S. Prospectus
                  and are not so described or of any statutes, regulations,
                  contracts or other documents that are required to be described
                  in the Registration Statement or the U.S. Prospectus or to be
                  filed as exhibits to the Registration Statement that are not
                  described or filed as required;

                      (vi) the Company is not and, after giving effect to the
                  offering and sale of the Shares and the application of the
                  proceeds thereof as described in the Prospectus, will not be
                  an "investment company" as such term is defined in the
                  Investment Company Act of 1940, as amended;

                      (vii) all of the issued shares of capital stock of each
                  subsidiary incorporated in the State of Delaware have been
                  duly and validly issued, are fully paid and non-assessable and
                  are owned by the Company or by a subsidiary of the Company,
                  free and clear of consensual liens or security interests
                  granted by the owners thereof;

                      (viii) any required filing of the U.S. Prospectus has been
                  made in the manner and within the time period required by
                  Rules 430A and 424(b) under the Securities Act; and, to the
                  knowledge of such counsel, no stop order suspending the
                  effectiveness of the Registration Statement has been issued
                  and no proceedings for that purpose have been instituted or
                  threatened by the Commission under the Securities Act; and


                                       13
<PAGE>


                      (ix) (A) such counsel is of the opinion that the
                  Registration Statement and Prospectus (except for financial
                  statements and schedules and other financial and statistical
                  data included therein as to which such counsel need not
                  express any opinion) comply as to form in all material
                  respects with the Securities Act and the applicable rules and
                  regulations of the Commission thereunder, (B) nothing has come
                  to such counsel's attention that has caused it to believe that
                  (except for financial statements and schedules and other
                  financial and statistical data as to which such counsel need
                  not express any belief) the Registration Statement at the time
                  the Registration Statement became effective contained any
                  untrue statement of a material fact or omitted to state a
                  material fact required to be stated therein or necessary to
                  make the statements therein not misleading or that (except for
                  financial statements and schedules and other financial and
                  statistical data as to which such counsel need not express any
                  belief) the U.S. Prospectus, as of its date, contained and, as
                  of the Closing Date contains any untrue statement of a
                  material fact or omits to state a material fact necessary in
                  order to make the statements therein, in the light of the
                  circumstances under which they were made, not misleading and
                  (C) nothing has come to such counsel's attention that has
                  caused it to believe that (except for financial statements and
                  schedules and other financial and statistical data as to which
                  such counsel may not express any belief) the Canadian Shelf
                  Prospectus at the time that the Canadian Shelf Prospectus was
                  filed contained any untrue statement of material fact or
                  omitted to state a material fact required to be stated therein
                  or necessary to make the statements therein not misleading or
                  that (except for financial statements and schedules and other
                  financial and statistical data as to which such counsel need
                  not express any belief) as of its date and as of the Closing
                  Date the Canadian Prospectus contains any untrue statement of
                  a material fact or omits to state a material fact necessary in
                  order to make the statements therein, in the light of the
                  circumstances under which they were made, not misleading.

                  (d) The Underwriter shall have received on the Closing Date an
opinion of Osler, Hoskin & Harcourt LLP, Canadian counsel for the Underwriter,
dated the Closing Date, covering the matters referred to in Sections 5(b)(vi),
5(b)(vii) and 5(b)(ix) (but only as to the statements in the Canadian Shelf
Prospectus under "Description of Share Capital"), 5(b)(xi), 5(b)(xii) and
5(b)(xiii) above. With respect to subparagraphs (vi) and (vii) of such paragraph
(b), Osler, Hoskin & Harcourt LLP shall be entitled to rely upon the opinion of
Davies Ward Phillips & Vineberg, LLP, in rendering such opinion.

                  (e) The Underwriter shall have received on the Closing Date an
opinion of Shearman & Sterling, U.S. counsel for the Underwriter, dated the
Closing Date, covering the matters referred to in Sections 5(c)(iii) (but only
as to the statements in the U.S. Prospectus under "Underwriting") and 5(c)(vii)
above.

                  With respect to Section 5(b)(xi) and 5(c)(vii) above, Davies
Ward Phillips & Vineberg, LLP, Kaye Scholer LLP, Osler, Hoskin & Harcourt, LLP
and Shearman & Sterling, respectively, may state that their opinion and belief
are based upon their participation, if any, in the preparation of the
Registration Statement and Prospectus and any amendments or


                                       14
<PAGE>


supplements thereto and review and discussion of the contents thereof, but are
without independent check or verification, except as specified.

                  The opinions of Davies Ward Phillips & Vineberg, LLP, and Kaye
Scholer LLP described in Sections 5(b) and 5(c), respectively, shall be rendered
to the Underwriter at the request of the Company and shall so state therein.

                  (f) The Underwriter shall have received on the Closing Date an
opinion of Addleshaw & Booth, U.K. counsel for the Company, dated the Closing
Date, to the effect that:

                      (i)      Celestica  Limited has been duly  incorporated,
                  is validly existing as a corporation in good standing under
                  the laws of the jurisdiction of its incorporation, has the
                  corporate power and authority to own its property and to
                  conduct its business as described in the Prospectus and is
                  duly qualified to transact business and is in good standing in
                  each jurisdiction in which the conduct of its business or its
                  ownership or leasing of property requires such qualification,
                  except to the extent that the failure to be so qualified or be
                  in good standing in each jurisdiction in which the conduct of
                  its business or its ownership or leasing of property requires
                  such qualification, except to the extent that the failure to
                  be so qualified or be in good standing would not have a
                  material adverse effect on Celestica Limited;

                      (ii) all of the issued shares of capital stock of
                  Celestica Limited have been duly and validly authorized and
                  issued, are fully paid and non-assessable and are owned
                  directly by the Company or through a subsidiary of the
                  Company, free and clear of all liens, encumbrances, equities
                  or claims; and

                      (iii) to such counsel's knowledge, there are no legal or
                  governmental proceedings in the United Kingdom pending or
                  threatened to which Celestica Limited is a party or to which
                  any of the properties of Celestica Limited is subject that, if
                  determined adversely, would have a Material Adverse Effect.

                  The opinion of Addleshaw & Booth, described in Section 5(f),
shall be rendered to the Underwriter at the request of the Company and shall so
state therein.

                  (g) The Underwriter shall have received, on the Closing Date,
a letter dated the Closing Date in form and substance satisfactory to the
Underwriter, from KPMG LLP, independent public accountants, containing
statements and information of the type ordinarily included in accountants'
"comfort letters" to underwriters with respect to the financial statements and
certain financial information contained in the Registration Statement and the
Prospectus; PROVIDED that the letter delivered on the Closing Date shall use a
"cut-off date" not earlier than three business days prior to the Closing Date.

                  (h) The Shares shall have been approved for listing on The New
York Stock Exchange, subject to official notice of issuance, and shall have been
conditionally approved for listing on The Toronto Stock Exchange, subject to the
Company fulfilling the requirements of such exchange.


                                       15
<PAGE>


                  (i) At or before the Closing Date, the Underwriter shall have
received such further certificates, documents, opinions, and other information
as they may have reasonably requested.

                  (j) The obligations of the Underwriter to purchase the
Additional Shares hereunder are subject to the delivery to the Underwriter on
the Option Closing Date of such documents as it may reasonably request with
respect to the good standing of the Company, the due authorization and issuance
of the Additional Shares and other matters related to the issuance of the
Additional Shares.

                  6. COVENANTS OF THE COMPANY. In further consideration of the
agreement of the Underwriter herein contained, the Company covenants with the
Underwriter as follows:

                  (a) To furnish to you, without charge, two conformed copies of
the Registration Statement (including exhibits thereto) and to furnish to you in
New York City, without charge, prior to 10:00 a.m. New York City time on the
second business day succeeding the date of this Agreement and during the period
mentioned in Section 6(d) below, as many copies of the U.S. Prospectus and any
supplements and amendments thereto or to the Registration Statement as you may
reasonably request.

                  (b) Before amending or supplementing the Registration
Statement or the Prospectus relating to this offering of Shares, to furnish to
you a copy of each such proposed amendment or supplement and not to file any
such proposed amendment or supplement to which you reasonably object, and to
file with the Canadian Securities Regulatory Authorities in accordance with the
Canadian Securities Laws any prospectus required to be filed and to file with
the Commission within the applicable period specified in Rule 424(b) under the
Securities Act any prospectus required to be filed pursuant to such Rule.

                  (c) To furnish to you, without charge, commercial copies of
the Canadian Prospectus in the English and French languages in such numbers and
in such cities as the Underwriter may reasonably request by oral instructions to
the printer of the Canadian Prospectus prior to 10:00 a.m. Toronto time on the
business day next succeeding the date of this Agreement. The Company shall also
provide the following to the Underwriter:

                      (i) a copy of the Canadian Shelf Prospectus and the
                  Canadian Prospectus in the English language signed and
                  certified as required by the Canadian Securities Laws
                  applicable in the Canadian Securities Regulatory Authority
                  other than Quebec;

                      (ii) a copy of the Canadian Shelf Prospectus and the
                  Canadian Prospectus in the French language signed and
                  certified as required by the Canadian Securities Laws
                  applicable in Quebec;

                      (iii) a copy of any other document required to be filed
                  by the Company in compliance with the Canadian Securities
                  Laws;

                      (iv) an opinion of Davies Ward  Phillips & Vineberg  LLP
                  addressed to the Underwriter, the Company and Osler, Hoskin &
                  Harcourt LLP in form and


                                       16
<PAGE>


                  substance satisfactory to the Underwriter, acting reasonably,
                  dated as of the date of the Canadian Prospectus, to the effect
                  that the French language version of the Canadian Prospectus,
                  including in each case the documents incorporated by reference
                  therein, except for the Financial Information (as defined
                  below), as to which no opinion need be expressed, is in all
                  material respects a complete and accurate translation of the
                  English language version thereof, and that such English and
                  French language versions are not susceptible of any materially
                  different interpretation with respect to any matter contained
                  therein. The consolidated financial statements of the Company
                  included in the Canadian Prospectus, together with the reports
                  of KPMG LLP on such financial statements as at and for the
                  periods included in the Canadian Prospectus and including the
                  notes with respect to such financial statements and
                  Management's Discussion and Analysis of Financial Condition
                  and Results of Operations included in the Prospectus are
                  referred to as the "Financial Information."

                      (v) an opinion of KPMG LLP addressed to the Underwriter,
                  the Company, Osler, Hoskin & Harcourt LLP and Davies Ward
                  Phillips & Vineberg LLP, dated the date of the Canadian
                  Prospectus, to the effect that the French language version of
                  the Financial Information is in all material respects, a
                  complete and proper translation of the English language
                  version thereof.

                  (d) If, during such period after the first date of the public
offering of the Shares as in the opinion of counsel for the Underwriter the
Prospectus is required by law to be delivered in connection with sales by the
Underwriter, any event shall occur or condition exist as a result of which it is
necessary to amend or supplement the Prospectus in order to make the statements
therein, in the light of the circumstances when the Prospectus is delivered to a
purchaser, not misleading, or if, in the opinion of counsel for the Underwriter,
it is necessary to amend or supplement the Prospectus to comply with applicable
law, forthwith to prepare and file with the Commission and the Canadian
Securities Regulatory Authorities, as the case may be, and furnish, at its own
expense, to the Underwriter to which Shares may have been sold by you either
amendments or supplements to the Canadian Prospectus and U.S. Prospectus, as the
case may be, so that the statements in the Prospectus as so amended or
supplemented will not, in the light of the circumstances when the Prospectus is
delivered to a purchaser, be misleading or so that the Prospectus, as amended or
supplemented, as the case may be,will comply with law. The provisions of
paragraph (c) above shall apply, mutatis mutandis, to any such amendment or
supplement filed with the Canadian Securities Regulatory Authorities.

                  (e) To endeavor to qualify the Shares for offer and sale under
the securities or Blue Sky laws of such jurisdictions as you shall reasonably
request, provided that in connection therewith neither the Company nor any
subsidiary shall be required to qualify as a foreign corporation or to file a
general consent to service of process in any jurisdiction or subject itself to
taxation in respect of doing business in any jurisdiction in which it is not
otherwise so subject.

                  (f) To use its best effort to effect the listing of the Shares
on The New York Stock Exchange and The Toronto Stock Exchange.


                                       17
<PAGE>


                  (g) To make generally available to the Company's shareholders
and to you as soon as reasonably practicable an earnings statement covering the
twelve-month period ending June 30, 2002 that satisfies the provisions of
Section 11(a) of the Securities Act and the rules and regulations of the
Commission thereunder.

                  (h) Whether or not the transactions contemplated in this
Agreement are consummated or this Agreement is terminated, to pay or cause to be
paid all expenses incident to the performance of its obligations under this
Agreement, including: (i) the fees, disbursements and expenses of the Company's
counsel and the Company's accountants in connection with the registration and
delivery of the Shares under the Securities Act and all other fees or expenses
in connection with the preparation and filing of the Registration Statement, the
Prospectus and amendments and supplements to any of the foregoing, including all
printing costs associated therewith, and the mailing and delivering of copies
thereof to the Underwriter and dealers, in the quantities herein above
specified; (ii) all costs and expenses related to the transfer and delivery of
the Shares to the Underwriter, including any transfer or other taxes payable
thereon; (iii) the cost of printing or producing any Blue Sky memorandum in
connection with the offer and sale of the Shares under state securities laws and
all expenses in connection with the qualification of the Shares for offer and
sale under state securities laws as provided in Section 6(e) hereof, including
filing fees and the reasonable fees and disbursements of counsel for the
Underwriter in connection with such qualification and in connection with the
Blue Sky memorandum; (iv) all costs and expenses incident to listing the Shares
on The New York Stock Exchange and The Toronto Stock Exchange; (v) the cost of
printing certificates representing the Shares; (vi) the costs and charges of any
transfer agent, registrar or depositary; (vii) all expenses in connection with
any offer and sale of the Shares outside of the United States and Canada,
including filing fees and the reasonable fees and disbursements of counsel for
the Underwriter in connection with offers and sales outside of the United States
and Canada; and (viii) all other costs and expenses incident to the performance
of the obligations of the Company hereunder for which provision is not otherwise
made in this Section. It is understood, however, that except as provided in this
Section 7 and Section 9 below, the Underwriter will pay all of its costs and
expenses, including fees and disbursements of its counsel, stock transfer taxes
payable on resale of any of the Shares by its and any advertising expenses
connected with any offers it may make.

                  (i) During the period from the date of this Agreement to the
completion of distribution of the Securities, to promptly notify the Underwriter
in writing of:

                      (i) any material change (actual, anticipated, contemplated
                  or threatened, financial or otherwise) in the business,
                  affairs, operations, assets, liabilities (contingent or
                  otherwise) or capital of the Company and its subsidiaries seen
                  as a whole; and

                      (ii) any material fact which has arisen or been discovered
                  and would have been required to have been stated in the
                  Prospectus had the fact arisen or been discovered on, or prior
                  to, the date of such document.

                  (j) Neither the Company nor any subsidiary or other entity
over which the Company exercises control or significant influence, nor any of
its or their respective officers or directors, will, directly or indirectly,
until the completion of distribution (i) take any action


                                       18
<PAGE>


designed to cause or to result in, or that constitutes or which might reasonably
be expected to constitute, the stabilization or manipulation of the price of any
security of the Company to facilitate the sale or resale of the Shares; (ii)
sell, bid for, purchase, or pay anyone any compensation for soliciting purchases
of the Shares other than the fees payable pursuant to this Agreement; or (iii)
pay or agree to pay to any person any compensation for soliciting another to
purchase any other securities of the Company.

                  (k) To promptly from time to time take such further action as
the Underwriter may reasonably request to qualify the Shares for distribution
and sale under the securities laws of such jurisdictions of Canada and the
United States as the Underwriter may reasonably request and to comply with such
laws so as to permit the continuance of sales and dealings therein in such
jurisdictions for as long as may be necessary to complete the distribution of
the Shares, provided that in connection therewith the Company shall not be
required to qualify as an extra-provincial or foreign corporation or to file a
general consent to service of process in any jurisdiction or to subject itself
to taxation in any such jurisdiction.

                  (l) To advise the Underwriter, promptly after receiving notice
or obtaining knowledge thereof, of: (i) the time when any amendment or
supplement to the Prospectus or Registration Statement has been filed or becomes
effective; (ii) the issuance by any Canadian Securities Regulatory Authority or
by the SEC of any cease trade order, stop order or any other order preventing or
suspending the trading of the Shares or the effectiveness of the Canadian
Prospectus or the Registration Statement or any amendment thereto or any order
preventing or suspending the use of the Canadian Prospectus, U.S. Prospectus or
any amendment or supplement thereto; (iii) any request made by any Canadian
Securities Regulatory Authority or by the SEC to amend the Canadian Prospectus,
the U.S. Prospectus, or the Registration Statement, or for additional
information; (iv) the suspension of the qualification of the Shares for offering
or sale in any jurisdiction; or (v) the institution, threatening or
contemplation of any proceeding for any such purpose. The Company will use its
best efforts to prevent the issuance of any such order and, if any such order is
issued, to obtain the withdrawal thereof as promptly as possible.

                  (m) To provide to the Underwriter, Osler, Hoskin & Harcourt
LLP and Shearman & Sterling reasonable access during normal business hours for
the period from the date hereof through the date of the expiry of the option to
purchase Additional Shares to the officers, employees, facilities, books and
records of the Company and its subsidiaries.

                  7. INDEMNITY AND CONTRIBUTION. (a) The Company agrees to
indemnify and hold harmless the Underwriter, the Canadian affiliate of the
Underwriter which signs the Canadian Prospectus Supplement and each person, if
any, who controls the Underwriter within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act from and against any and all
losses, claims, damages and liabilities (including, without limitation, any
legal or other expenses reasonably incurred in connection with defending or
investigating any such action or claim) caused by any untrue statement or
alleged untrue statement of a material fact contained in the Registration
Statement or any amendment thereof, any preliminary prospectus or the Prospectus
(as amended or supplemented if the Company shall have furnished any amendments
or supplements thereto), or caused by any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein


                                       19
<PAGE>


not misleading, except insofar as such losses, claims, damages or liabilities
are caused by any such untrue statement or omission or alleged untrue statement
or omission based upon information relating to you furnished to the Company in
writing by you expressly for use therein.

                  (b) The Underwriter agrees to indemnify and hold harmless the
Company, its directors and its officers who have signed the Registration
Statement and each person, if any, who controls the Company within the meaning
of either Section 15 of the Securities Act or Section 20 of the Exchange Act to
the same extent as the foregoing indemnity from the Company to the Underwriter
but only with reference to information relating to the Underwriter furnished to
the Company in writing by you expressly for use in the Registration Statement,
the Prospectus or any amendments or supplements thereto.

                  (c) In case any proceeding (including any governmental
investigation) shall be instituted involving any person in respect of which
indemnity may be sought pursuant to Section 7(a) or 7(b), such person (the
"INDEMNIFIED PARTY") shall promptly notify the person against whom such
indemnity may be sought (the "INDEMNIFYING PARTY") in writing and the
indemnifying party, upon request of the indemnified party, shall retain counsel
reasonably satisfactory to the indemnified party to represent the indemnified
party and any others the indemnifying party may designate in such proceeding and
shall pay the fees and disbursements of such counsel related to such proceeding.
In any such proceeding, any indemnified party shall have the right to retain its
own counsel, but the fees and expenses of such counsel shall be at the expense
of such indemnified party unless (i) the indemnifying party and the indemnified
party shall have mutually agreed to the retention of such counsel in writing or
(ii) the named parties to any such proceeding (including any impleaded parties)
include both the indemnifying party and the indemnified party and representation
of both parties by the same counsel would be inappropriate due to actual or
potential differing interests between them. It is understood that the
indemnifying party shall not, in respect of the legal expenses of any
indemnified party in connection with any proceeding or related proceedings in
the same jurisdiction, be liable for the fees and expenses of more than one
separate firm (in addition to any local counsel) for all such indemnified
parties and that all such fees and expenses shall be reimbursed as they are
incurred. Such firm shall be designated in writing by Banc of America Securities
LLC in the case of parties indemnified pursuant to Section 7(a), and by the
Company in the case of parties indemnified pursuant to Section 7(b). The
indemnifying party shall not be liable for any settlement of any proceeding
effected without its written consent, but if settled with such consent or if
there be a final judgment for the plaintiff, the indemnifying party agrees to
indemnify the indemnified party from and against any loss or liability by reason
of such settlement or judgment. Notwithstanding the foregoing sentence, if at
any time an indemnified party shall have requested an indemnifying party to
reimburse the indemnified party for fees and expenses of counsel as contemplated
by the second and third sentences of this paragraph, the indemnifying party
agrees that it shall be liable for any settlement of any proceeding effected
without its written consent if (i) such settlement is entered into more than
sixty days after receipt by such indemnifying party of the aforesaid request;
and (ii) such indemnifying party shall not have reimbursed the indemnified party
in accordance with such request prior to the date of such settlement. No
indemnifying party shall, without the prior written consent of the indemnified
party, effect any settlement of any pending or threatened proceeding in respect
of which any indemnified party is or could have been a party and indemnity could
have been sought hereunder


                                       20
<PAGE>


by such indemnified party, unless such settlement includes an unconditional
release of such indemnified party from all liability on claims that are the
subject matter of such proceeding.

                  (d) To the extent the indemnification provided for in Section
7(a) or 7(b) is unavailable to an indemnified party or insufficient in respect
of any losses, claims, damages or liabilities referred to therein, then each
indemnifying party under such paragraph, in lieu of indemnifying such
indemnified party thereunder, shall contribute to the amount paid or payable by
such indemnified party as a result of such losses, claims, damages or
liabilities (i) in such proportion as is appropriate to reflect the relative
benefits received by the Company on the one hand and the Underwriter on the
other hand from the offering of the Shares; or (ii) if the allocation provided
by clause 7(d)(i) above is not permitted by applicable law, in such proportion
as is appropriate to reflect not only the relative benefits referred to in
clause 7(d)(i) above but also the relative fault of the Company on the one hand
and of the Underwriter on the other hand in connection with the statements or
omissions that resulted in such losses, claims, damages or liabilities, as well
as any other relevant equitable considerations. The relative benefits received
by the Company on the one hand and the Underwriter on the other hand in
connection with the offering of the Shares shall be deemed to be in the same
respective proportions as the net proceeds from the offering of the Shares
(before deducting expenses) received by the Company and the total underwriting
discounts and commissions received by the Underwriter, in each case as set forth
in the table on the cover of the Prospectus, bear to the aggregate Public
Offering Price of the Shares. The relative fault of the Company on the one hand
and the Underwriter on the other hand shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact relates to
information supplied by the Company or by the Underwriter and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission.

                  (e) The Company and the Underwriter agree that it would not be
just or equitable if contribution pursuant to this Section 7 were determined by
PRO RATA allocation or by any other method of allocation that does not take
account of the equitable considerations referred to in Section 7(d). The amount
paid or payable by an indemnified party as a result of the losses, claims,
damages and liabilities referred to in the immediately preceding paragraph shall
be deemed to include, subject to the limitations set forth above, any legal or
other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this Section 7, the Underwriter shall not be required to
contribute any amount in excess of the amount by which the total price at which
the Shares underwritten by it and distributed to the public were offered to the
public exceeds the amount of any damages that the Underwriter has otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission. No person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. The remedies provided for in this Section 7 are not exclusive
and shall not limit any rights or remedies which may otherwise be available to
any indemnified party at law or in equity.

                  (f) The indemnity and contribution provisions contained in
this Section 7 and the representations, warranties and other statements of the
Company contained in this Agreement shall remain operative and in full force and
effect regardless of (i) any termination of this


                                       21
<PAGE>


Agreement; (ii) any investigation made by or on behalf of the Underwriter or any
person controlling the Underwriter or by or on behalf of the Company, its
officers or directors or any person controlling the Company and (iii) acceptance
of and payment for any of the Shares.

                  8. TERMINATION. This Agreement shall be subject to termination
by notice given by you to the Company, if: (A) (a) after the execution and
delivery of this Agreement and prior to the Closing Date (i) trading generally
shall have been suspended or materially limited on or by, as the case may be,
any of The New York Stock Exchange, The Toronto Stock Exchange, the American
Stock Exchange, the NASD, the Chicago Board of Options Exchange, the Chicago
Mercantile Exchange or the Chicago Board of Trade; (ii) trading of any
securities of the Company shall have been suspended on any exchange or in any
over-the-counter market; (iii) a general moratorium on commercial banking
activities in New York or Canada shall have been declared by either Federal or
New York State or Canadian authorities; (iv) there shall have occurred any
outbreak or escalation of hostilities or any change in financial markets or any
law or regulation or any calamity or crisis that, in your judgment, is material
and adverse; or (v) there shall have occurred a material change or development
involving a prospective material change in Canadian taxation adversely affecting
the holders of the Shares or the imposition of exchange controls by the United
States or Canada and (b) in the case of any of the events specified in clauses
8(A)(i) through 8(A)(v), such event, singly or together with any other such
event, makes it, in your judgment, impracticable to market the Shares on the
terms and in the manner contemplated in the Prospectus; (B) after the execution
of this Agreement and prior to the Closing Date, any enquiry, action, suit,
investigation or other proceeding, whether formal or informal, shall have been
instituted or threatened or any order shall have been made by any Canadian or
U.S. federal, provincial, state or other governmental authority in relation to
the Company, which, in the reasonable opinion of the Underwriter, operates to
prevent or restrict the distribution or trading of the Subordinate Voting
Shares; or (C) after the execution of this Agreement and prior to the Closing
Date, there shall have occurred any material change or a change in any material
fact with respect to the business, operations or affairs of the Company and its
subsidiaries on a consolidated basis, which in the reasonable opinion of the
Underwriter, would be expected to have a significant adverse effect on the
market price or value of the Subordinate Voting Shares.

                  9. EFFECTIVENESS

                  This Agreement shall become effective upon the execution and
delivery hereof by the parties hereto.

                  If this Agreement shall be terminated by the Underwriter
because of any failure or refusal on the part of the Company to comply with the
terms or to fulfill any of the conditions of this Agreement, or if for any
reason the Company shall be unable to perform its obligations under this
Agreement, the Company will reimburse the Underwriter for all out of pocket
expenses (including the fees and disbursements of its counsel) reasonably
incurred by the Underwriter in connection with this Agreement or the offering
contemplated hereunder.

                  10. AGENT FOR SERVICE; SUBMISSION TO JURISDICTION; WAIVER OF
IMMUNITIES. By the execution and delivery of this Agreement, the Company (i)
acknowledges that it has, by separate written instrument, irrevocably designated
and appointed Kaye Scholer LLP (or any


                                       22
<PAGE>


successor) (together with any successor, the "Agent for Service"), as its
authorized agent upon which process may be served in any suit or proceeding
arising out of or relating to this Agreement or the Shares that may be
instituted in any federal or state court in the State of New York, or brought
under federal or state securities laws, and acknowledges that the Agent for
Service has accepted such designation; (ii) submits to the jurisdiction of any
such court in any such suit or proceeding, and (iii) agrees that service of
process upon the Agent for Service and written notice of said service to the
Company (mailed or delivered to its Chief Financial Officer at its principal
office in Toronto, Ontario, Canada), shall be deemed in every respect effective
service of process upon the Company in any such suit or proceeding. The Company
further agrees to take any and all action, including the execution and filing of
any and all such documents and instruments, as may be necessary to continue such
designation and appointment of the Agent for Service in full force and effect
for a period of six years from the date of this Agreement.

                  If for the purposes of obtaining judgment in any court it is
necessary to convert a sum due hereunder into any currency other than United
States dollars, the parties hereto agree, to the fullest extent that they may
effectively do so that the rate of exchange used shall be the rate at which in
accordance with normal banking procedures the Underwriter could purchase United
States dollars with such other currency in the City of New York on the business
day preceding that on which final judgment is given. The obligations of the
Company in respect of any sum due from it to the Underwriter shall,
notwithstanding any judgement in a currency other than United States dollars,
not be discharged until the first business day, following receipt by the
Underwriter of any sum adjusted to be so due in such other currency, on which
(and only to the extent that) the Underwriter may in accordance with normal
banking procedures purchase United States dollars with such other currency; if
the United States dollars so purchased are less than the sum originally due to
the Underwriter hereunder, the Company agrees, as a separate obligation and
notwithstanding any such judgement, to indemnify the Underwriter against such
loss. If the United States dollars so purchased are greater than the sum
originally due to such Underwriter hereunder, the Underwriter agrees to pay to
the Company (but without duplication) an amount equal to the excess of the
dollars so purchased over the sum originally due to the Underwriter hereunder.

                  To the extent that the Company has or hereafter may acquire
any immunity from jurisdiction of any court or from any legal process (whether
through service of notice, attachment prior to judgement, attachment in aid of
execution or otherwise) with respect to itself or its property, it hereby
irrevocably waives such immunity in respect of its obligations under the
above-referenced documents, to the extent permitted by law.

                  11. COUNTERPARTS. This Agreement may be signed in two or more
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.

                  12. APPLICABLE LAW. This Agreement shall be governed by and
construed in accordance with the laws of New York.

                  13. HEADINGS. The headings of the sections of this Agreement
have been inserted for convenience of reference only and shall not be deemed a
part of this Agreement.


                                       23
<PAGE>



                  14. SUCCESSORS; THIRD PARTY BENEFICIARY. This Agreement will
enure to the benefit of and be binding upon the parties hereto, to the benefit
of officers and directors and controlling persons referred to in Section 7 and
to any third party beneficiary designated below and no other person will have
any right or obligation hereunder. The affiliate of the Underwriter that signs
the Canadian Prospectus Supplement shall be deemed a third party beneficiary of
the representations and warranties of the Company contained in Section 1, the
covenants of the Company contained in Section 6, the indemnification and
contribution obligations of the Company contained in Section 7 and the officers'
certificates, legal opinions and other documents required to be delivered to the
Underwriter pursuant hereto, and each such affiliate shall have the right to
enforce such provisions of this Agreement to the same extent as if it were an
Underwriter.


                                       24
<PAGE>


                  If the foregoing is in accordance with your understanding of
our agreement, please sign and return to the Company a counterpart hereof,
whereupon this instrument, along with all counterparts, will become a binding
agreement between the Underwriter and the Company in accordance with its terms.

                                Very truly yours,

                                CELESTICA INC.


                                By /s/ Elizabeth DelBianco
                                   -------------------------------------------
                                   Name: Elizabeth DelBianco
                                   Title: Vice President and General Counsel
CONFIRMED AND ACCEPTED,
BANC OF AMERICA SECURITIES LLC,
on its own behalf and on behalf of
Banc of America Securities Canada Co.,
as of the date first above written:



By /s/ Stephen Cheung
   --------------------------
   Authorized Signatory


By __________________________
   Authorized Signatory


                                       25

</TEXT>
</DOCUMENT>
<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.


<PAGE>


                                      - 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


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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