<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>5
<FILENAME>a2060458zex-5_1.txt
<DESCRIPTION>EXHIBIT 5.1
<TEXT>
<PAGE>


                                                                    Exhibit 5.1


                [Davies Ward Phillips & Vineberg LLP Letterhead]

                                                                 File No. 37520

                                             October 5, 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 286,317  subordinate  voting shares of the  Corporation  (the
"Subject  Shares")  pursuant  to the  exercise of options  (the "Omni  Options")
granted under the Omni Industries  Employees' Share Option Scheme (the "Scheme")
or under the letter of offer  dated  January  4, 2000  between  Omni  Industries
Limited ("Omni") and Khaw Kheng Joo (the "Letter of Offer"),  and assumed by the
Corporation and amended  pursuant to a merger agreement dated June 15, 2001 (the
"Merger Agreement") between the Corporation and Omni.

                  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 Omni Options
have been duly granted by the board of directors of Omni in accordance  with the
terms  and  conditions  of the Omni  Option  Scheme or the  Letter of Offer,  as
applicable, 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 286,317  Subject  Shares  which may be issued from time to
time upon the  exercise  of the Omni  Options  pursuant to the terms of the Omni
Options as amended pursuant to the Merger Agreement, will, upon the due exercise
of the Options  pursuant to the terms of the Omni Options as amended pursuant to
the Merger Agreement,  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,

                                       DAVIES WARD PHILLIPS & VINEBERG LLP



</TEXT>
</DOCUMENT>
