<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>4
<FILENAME>a2055846zex-5_1.txt
<DESCRIPTION>EXHIBIT 5.1
<TEXT>

<PAGE>

                                                           File No. 37503

                                       August 3, 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
268,299 subordinate voting shares of the Corporation (the "Subject Shares")
pursuant to the exercise of options (the "Options") granted under the Primetech
Electronics Inc. 1998 Stock Option Plan (the "Plan").

     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.

     For the purposes of the opinion expressed below, we have, without
independent investigation or verification, assumed that the Options have been
duly granted by the board of directors of Primetech Electronics Inc. in
accordance with the terms and conditions of the Plan and in compliance with
all applicable laws.

<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.

     Based and relying upon and subject to the foregoing, we are of the opinion
that the 268,299 Subject Shares which may be issued from time to time upon the
exercise of the Options pursuant to the terms of the Plan will, upon the due
exercise of the Options pursuant to the terms of the Plan 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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