<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>3
<FILENAME>a2050986zex-5_1.txt
<DESCRIPTION>EXHIBIT 5.1
<TEXT>



<PAGE>


                [DAVIES WARD PHILLIPS & VINEBERG LLP LETTERHEAD]


                                                                   Exibit 5.1


                                                               File No. 34237

                                  June 14, 2001


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



                                 CELESTICA INC.
                       REGISTRATION STATEMENT ON FORM S-8

            We have acted as Canadian counsel to Celestica Inc. (the
"Corporation") in connection with its Registration Statement on Form S-8 (the
"Registration Statement") filed pursuant to the SECURITIES ACT OF 1933, as
amended (the "Act") relating to the proposed offering by the Corporation of up
to an aggregate of 18,922,440 subordinate voting shares of the Corporation (the
"Subject Shares") pursuant to the exercise of options (the "Options") granted or
to be granted under the following employee share purchase and option plans of
the Corporation (collectively, the "Plans"):

      (a)    the Celestica Inc. Long Term Incentive Plan;

      (b)    the Celestica, Inc. Employee Share Purchase and Option Plan (1997);

      (c)    the D2D Employee Share Purchase and Option Plan (1997);

      (d)    the Canadian Employee Share Purchase and Option Plan (1998);

      (e)    the U.S. Employee Share Purchase and Option Plan (1998);

      (f)    the U.S. Executive Purchase and Option Plan (1998); and

      (g)    Celestica 1997 U.K. Approved Option Scheme.


             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


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                                      -2-

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.

              For the purposes of the opinion expressed below, we have,
without independent investigation or verification:

      (a)      assumed the genuineness of all signatures, 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; and

      (b)      assumed that the Options will be duly granted by the Board in
               accordance with the terms and conditions of the Plans and in
               compliance with all applicable laws.

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

               Based and relying upon and subject to the foregoing, we are of
the opinion that the 18,992,440 Subject Shares which may be issued from time to
time upon the exercise of the Options pursuant to the terms of the Plans will,
upon the due exercise of the Options pursuant to the terms of the Plans and upon
receipt by the Corporation of the exercise price for such Subject Shares, be
duly issued and outstanding as fully paid and non-assessable shares in the
capital of the Corporation.

               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), 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
United States Securities and Exchange Commission and may not be used or relied
upon by any other person or for any other purpose.

                                        Yours very truly,


                                        /s/ Davies Ward Phillips & Vineberg LLP

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