<SUBMISSION>
<ACCESSION-NUMBER>0000950144-01-001835
<TYPE>S-8
<PUBLIC-DOCUMENT-COUNT>5
<FILING-DATE>20010205
<EFFECTIVENESS-DATE>20010205
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>JABIL CIRCUIT INC
<CIK>0000898293
<ASSIGNED-SIC>3672
<IRS-NUMBER>381886260
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>0831
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>S-8
<ACT>33
<FILE-NUMBER>333-54946
<FILM-NUMBER>1524582
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>10560 NINTH ST NORTH
<CITY>ST PETERSBURG
<STATE>FL
<ZIP>33716
<PHONE>7275779749
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>10560 NINTH STREET NORTH
<CITY>ST PETERSBURG
<STATE>FL
<ZIP>33716
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>g66792s-8.txt
<DESCRIPTION>JABIL CIRCUIT, INC.
<TEXT>

<PAGE>   1
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 5, 2001
                                                           REGISTRATION NO. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              --------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                               -------------------

                               JABIL CIRCUIT, INC.
             (Exact name of registrant as specified in its charter)

            DELAWARE                                     38-1886260
  (State or other jurisdiction              (I.R.S. Employer Identification No.)
of incorporation or organization)

10560 NINTH STREET NORTH, ST. PETERSBURG, FLORIDA              33716
   (Address of Principal Executive Office)                  (Zip Code)

                      JABIL CIRCUIT, INC. STOCK AWARD PLAN
                            (Full title of the plan)
                               -------------------

                              ROBERT L. PAVER, ESQ.
                          SECRETARY AND GENERAL COUNSEL
                               JABIL CIRCUIT, INC.
                            10560 NINTH STREET NORTH
                          ST. PETERSBURG, FLORIDA 33716
                     (Name and address of agent for service)
                                 (727) 577-9749
          (Telephone number, including area code, of agent for service)

                        Copies of all communications to:

                           CHESTER E. BACHELLER, ESQ.
                              HOLLAND & KNIGHT LLP
                             400 NORTH ASHLEY DRIVE
                                   SUITE 2300
                              TAMPA, FLORIDA 33602
                              PHONE: (813) 227-6431
                               FAX: (813) 229-0134

         If any of the securities being registered on this Form are to be
offered on delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, check the following box. [X]

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------
                                                            PROPOSED            PROPOSED
            TITLE OF                     AMOUNT              MAXIMUM             MAXIMUM              AMOUNT OF
           SECURITIES                    TO BE            OFFERING PRICE        AGGREGATE            REGISTRATION
        TO BE REGISTERED              REGISTERED(1)         PER UNIT(2)      OFFERING PRICE(2)            FEE
------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                 <C>                <C>                     <C>
Common Stock, par value $0.001          100,000               $36.25           $3,625,000.00            $906.25
per share reserved under Jabil
Circuit, Inc. Stock Award Plan
------------------------------------------------------------------------------------------------------------------
</TABLE>


(1)  The provisions of Rule 416 under the Securities Act of 1933 shall apply to
this Registration Statement and the number of shares registered on this
Registration Statement shall increase or decrease as a result of stock splits,
stock dividends or similar transactions.

(2)  Estimated solely for the purpose of calculating the registration fee. The
fee is calculated upon the basis of the average between the high and low sales
prices for shares of common stock of the registrant as reported on the New York
Stock Exchange on January 30, 2001.


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




<PAGE>   2


                                     PART II
                 INFORMATION REQUIRED IN REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents filed with the Commission by the Registrant,
Jabil Circuit, Inc., a Delaware corporation, are incorporated by reference in
this Registration Statement.

         (a)      The Registrant's Annual Report on Form 10-K for the year ended
August 31, 2000 (including information specifically incorporated by reference
into the Registrant's Form 10-K from the Registrant's definitive Proxy
Statement).

         (b)      The Registrant's Current Report on Form 8-K filed on
December 20, 2000.

         (c)      The description of the Common Stock contained in the
Registrant's Registration Statement on Form 8-A, dated April 28, 1998, filed
pursuant to Section 12(g) of the Securities and Exchange Act of 1934.

         (d)      All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing of such
documents.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable.


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The Registrant is a Delaware corporation. The Registrant's Amended and
Restated Certificate of Incorporation provides that, to the fullest extent
permitted by Delaware law, its directors shall not be liable to the Registrant
or its stockholders for monetary damages for breach of fiduciary duty as a
director. This provision in the Amended and Restated Certificate of
Incorporation does not eliminate the directors' fiduciary duty, and in
appropriate circumstances, equitable remedies such as injunctive or other forms
of non-monetary relief will remain available under Delaware law. In addition,
each director will continue to be subject to liability for breach of the
director's duty of loyalty to the Registrant for acts or omissions not in good
faith or involving intentional misconduct, for knowing violations of law, for
actions leading to improper personal benefit to the director, and for payment of
dividends or approval of stock repurchases or redemptions that are unlawful
under Delaware law. The provision also does not affect a director's
responsibilities under any other law, such as the federal securities laws or
state or federal environmental laws.

         In addition, the Registrant's Bylaws provide that the Registrant will
indemnify its directors and officers and may indemnify its employees and other
agents to the fullest extent permitted by Delaware law. The Registrant believes
that indemnification under its Bylaws covers at least negligence and gross
negligence by indemnified parties, and permits the Registrant to advance
litigation expenses in the case of stockholder derivative actions or other
actions, against an undertaking by the indemnified party to repay such advances
if it is ultimately determined that the indemnified party is not entitled to
indemnification. The Registrant's Bylaws permit, and its Board of Directors has
authorized, the purchase of liability insurance for the Registrant's officers
and directors.

         The Registrant has entered into separate indemnification agreements
with its directors and officers. These agreements require the Registrant, among
other things, to indemnify them against certain liabilities that may arise by
reason of their status or service as directors or officers (other than
liabilities arising from actions not taken in good faith or in a manner the
director or officer believed to be opposed to the best interests of the
Registrant), to advance their expenses incurred as a result of any proceeding
against them as to which they could be indemnified (subject to certain


                                       2

<PAGE>   3

conditions), and to obtain liability insurance for any director with terms of
insurance no less favorable than those provided to any other director of the
Registrant, and for any officer with terms of insurance no less favorable than
those provided to any other officer of the Registrant. Insofar as
indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers or persons controlling the Registrant pursuant
to the foregoing provisions, the Registrant has been informed that in the
opinion of the Securities and Exchange Commission, such indemnification is
against public policy as expressed in the Securities Act of 1933 and is
therefore unenforceable. The Registrant believes that its Amended and Restated
Certificate of Incorporation, Bylaw provisions and indemnification agreements
are necessary to attract and retain qualified persons as directors and officers.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.


ITEM 8.  EXHIBITS.

         4.1      Jabil Circuit, Inc. Stock Award Plan.

         5.1      Opinion of Holland & Knight LLP re legality of the Common
                  Stock.

         23.1     Consent of Holland & Knight LLP (included in Exhibit 5.1).

         23.2     Independent Auditors' Consent of KPMG LLP.

         23.3     Independent Auditors' Consent of E&Y LLP.

         24.1     Powers of Attorney (included on signature page).


ITEM 9.  UNDERTAKINGS.

         (a)      The undersigned Registrant hereby undertakes:

                  (1)      To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration Statement:

                           (i)      To include any prospectus required by
         section 10(a)(3) of the Securities Act of 1933;

                           (ii)     To reflect in the prospectus any facts or
         events arising after the effective date of this Registration Statement
         (or the most recent post-effective amendment thereof) which,
         individually or in the aggregate, represent a fundamental change in the
         information set forth in this Registration Statement;

                           (iii)    To include any material information with
         respect to the plan of distribution not previously disclosed in this
         Registration Statement or any material change to such information in
         this Registration Statement.

                  Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Securities and Exchange Commission by the Registrant pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this Registration Statement.

                  (2)      That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.


                                       3

<PAGE>   4

                  (3)      To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.

         (b)      The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to section 13(a) or 15(d) of
the Securities and Exchange Act of 1934 (and, where applicable, each filing of
an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities and Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c)      Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions (see Item 6) or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.


                                       4
<PAGE>   5

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Jabil Circuit, Inc., a corporation organized and existing under the
laws of the State of Delaware, certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of St. Petersburg, State of
Florida, on January 31, 2001.

                                    JABIL CIRCUIT, INC.


                                    By:   /s/ Timothy L. Main
                                       ----------------------------------------
                                       Timothy L. Main, Chief Executive Officer



                                POWER OF ATTORNEY

KNOWN TO ALL PERSONS BY THESE PRESENTS, we, the undersigned officers and
directors of Jabil Circuit, Inc., hereby severally constitute and appoint Chris
A. Lewis and Robert L. Paver, each acting alone as an attorney-in-fact with the
full power of substitution, for him and in his name, place and stead in any and
all capacities, to sign any and all amendments to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that said attorneys-in-fact, or either of their
substitute or substitutes, may do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
              Signatures                                     Title                                  Date
              ----------                                     -----                                  ----
<S>                                      <C>                                                  <C>
By:  /s/ William D. Morean               Chairman of the Board of Directors                   January 31, 2001
     -------------------------------
    William D. Morean



By:  /s/ Thomas A. Sansone               Vice Chairman of the Board of Directors              January 31, 2001
     -------------------------------
    Thomas A. Sansone



By:  /s/ Timothy L. Main                 Chief Executive Officer (Principal Executive         January 31, 2001
     -------------------------------     Officer)
    Timothy L. Main



By:  /s/ Chris A. Lewis                  Chief Financial Officer (Principal Financial         January 31, 2001
     -------------------------------     and Accounting Officer)
    Chris A. Lewis



By:  /s/ Lawrence J. Murphy              Director                                             January 31, 2001
     -------------------------------
    Lawrence J. Murphy



By:  /s/ Mel S. Lavitt                   Director                                             January 31, 2001
     -------------------------------
    Mel S. Lavitt



By:  /s/ Steven A. Raymund               Director                                             January 31, 2001
     -------------------------------
    Steven A. Raymund



By:  /s/ Frank Newman                    Director                                             January 31, 2001
     -------------------------------
    Frank Newman
</TABLE>


                                       5

<PAGE>   6


                                INDEX OF EXHIBITS

<TABLE>
         <S>      <C>
         4.1      Jabil Circuit, Inc. Stock Award Plan.

         5.1      Opinion of Holland & Knight LLP re legality of the Common Stock.

         23.1     Consent of Holland & Knight LLP (included in Exhibit 5.1).

         23.2     Independent Auditors' Consent of KPMG LLP.

         23.3     Independent Auditors' Consent of E&Y LLP.

         24.1     Powers of Attorney (included on signature page).
</TABLE>



                                       6
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.1
<SEQUENCE>2
<FILENAME>g66792ex4-1.txt
<DESCRIPTION>STOCK AWARD PLAN
<TEXT>

<PAGE>   1
                                                                     EXHIBIT 4.1


                               JABIL CIRCUIT, INC.

                                STOCK AWARD PLAN
-------------------------------------------------------------------------------



         1.       PURPOSE. The purpose of this Jabil Circuit, Inc. Stock Award
Plan (the "Plan") is to further the interests of Jabil Circuit, Inc. (the
"Company"), its affiliates, and its shareholders by providing an incentive to
attract and retain key Employees to the Company and motivating such persons to
stay with the Company and to increase their efforts to make the business of the
Company more successful, by providing incentives in the form of awards of stock
to such key Employees.

         2.       DEFINITIONS.  The following definitions shall apply to the
Plan:

                  a.       "AWARD" means the granting of Common Stock to a
Recipient pursuant to the terms of the Plan.

                  b.       "BOARD" means the board of directors of the Company.

                  c.       "CEO" means the Chief Executive Officer of the
Company.

                  d.       "CODE" means the Internal Revenue Code of 1986, as
amended.

                  e.       "COMMON STOCK" means the Common Stock, par value
$.001 per share of the Company, or such other class of shares or securities to
which the Plan may apply pursuant to Section 8 of the Plan.

                  f.       "COMPANY" means Jabil Circuit, Inc., a Delaware
corporation.

                  g.       "EFFECTIVE DATE" means the date on which the Board
adopts the Plan.

                  h.       "ELIGIBLE PERSON" means any person who performs
services for the Company or an affiliate thereof as an Employee.

                  i.       "EMPLOYEE" means any person employed on an hourly or
salaried basis by the Company or any parent or an affiliate thereof that now
exists or hereafter is organized or acquired by or acquires the Company.

                  j.       "EXCHANGE ACT" means the Securities Exchange Act of
1934, as amended.

                  k.       "PLAN" means this Jabil Circuit, Inc. Stock Award
Plan, as amended from time to time.

                  l.       "RECIPIENT" means an Eligible Person who receives an
Award.

                  m.       "SHARE" means a share of the Common Stock, as
adjusted in accordance with Section 8 of the Plan.

         3.       ADMINISTRATION. The CEO shall administer the Plan. The CEO has
the exclusive power to determine whether any person is an Eligible Person, to
select the Recipients of Awards pursuant to the Plan, to establish the number of
Awards granted to each Recipient, and to make all other determinations necessary
or advisable for the Plan. The CEO has the sole discretion to determine whether
the performance of an Eligible Person warrants an Award, to determine the size
and type of the Award, and to determine or impose other conditions to the Award
under the Plan as the CEO may deem appropriate including, without limitation,
vesting, performance, employment, non-compete, confidentiality and
non-interference conditions on a Recipient. The CEO has full and


<PAGE>   2

exclusive power to construe and interpret the Plan, to prescribe, amend, and
rescind rules and regulations relating to the Plan, and to take all actions
necessary or advisable for the Plan's administration. The CEO, in the exercise
of the CEO's powers, may correct any defect or supply any omission, or reconcile
any inconsistency in the Plan, or in any Agreement, in the manner and to the
extent he deems necessary or expedient to make the Plan fully effective. In
exercising this power, the CEO may retain counsel and accountants at the expense
of the Company. The CEO also has the power to determine the duration and
purposes of leaves of absence which may be granted to a Recipient without
constituting a termination of the Recipient's employment for purposes of the
Plan and may determine (A) the conditions under which a Recipient will be
considered to have retired or become disabled and (B) whether any Recipient has
done so. Any of the CEO's determinations shall be final and binding on all
persons.

         The CEO shall not be liable for performing any act or making any
determination in good faith.

         4.       SHARES SUBJECT TO PLAN.  Subject to the provisions of Section
8 of the Plan, the maximum aggregate number of Shares that may be subject to
Awards is 100,000 Shares. Shares of Common Stock issued hereunder shall be
legended as appropriate.

         5.       ELIGIBILITY. Any Eligible Person that the CEO, in the CEO's
sole discretion, designates is eligible to receive an Award. The CEO's granting
of an Award to a Recipient in any year does not entitle the Recipient to an
Award in any other year. Furthermore, the CEO may provide different Awards to
different Recipients. Recipients may include persons who previously received
stock, stock options, stock appreciation rights, or other benefits under the
Plan or another plan of the Company, whether or not the previously granted
benefits have been fully exercised or vested. In determining the eligibility of
an Employee to receive an Award, the CEO may consider the position and
responsibilities of the Employee, the nature and value to the Company of the
Employee's past and potential services and accomplishments (whether directly or
through the Company's affiliates), the Employee's present and potential
contribution to the success of the Company (whether directly or through its
affiliates), the current stock options outstanding of the Employee and ant other
factor that the CEO in the CEO's sole discretion deems appropriate. An Award
shall not enlarge or otherwise affect a Recipient's right, if any, to continue
to serve the Company or an affiliate in any capacity, and shall not restrict the
right of the Company or an affiliate to terminate at any time the Recipient's
employment.

         6.       AWARDS.  The CEO may grant Awards of Common Stock to
Recipients in such amounts as the CEO determines in its sole discretion. The CEO
may grant an Award alone or in addition to another stock option.

         7.       TAXES; COMPLIANCE WITH LAW; APPROVAL OF REGULATORY BODIES;
LEGENDS. The Company shall have the right to withhold from payments otherwise
due and owing to the Recipient or to require the Recipient to remit to the
Company in cash upon demand an amount sufficient to satisfy any federal
(including FICA and FUTA amounts), state, and/or local withholding tax
requirements at the time the Recipient recognizes income for federal, state,
and/or local tax purposes with respect to any Award.

         The CEO may grant Awards under the Plan only in compliance with all
applicable federal and state laws and regulations and the rules of all stock
exchanges on which the Common Stock is listed at any time. An Award will be
granted only if either (i) a registration statement pertaining to the Shares
subject to the Award has been filed with and declared effective by the
Securities and Exchange Commission and remains effective on the date of
exercise, or (ii) an exemption from the registration requirements of applicable
securities laws is available. The Plan does not require the Company, however, to
file such a registration statement or to assure the availability of such
exemptions. Any certificate issued to evidence Shares issued under the Plan may
bear such legends and statements, and shall be subject to such transfer
restrictions, as the CEO deems advisable to assure compliance with federal and
state laws and regulations and with the requirements of this Section 7. No
Shares will be issued under the Plan unless the Company has obtained the consent
or approval of every regulatory body, federal or state, having jurisdiction over
such matters that the CEO deems advisable.

         With respect to persons subject to Section 16 of the Exchange Act,
transactions under the Plan are intended to comply with all applicable
conditions of Rule 16b-3 under the Exchange Act, as such Rule may be amended
from time to time, or its successor under the Exchange Act. To the extent any
provision of the Plan or action by the CEO or the Company fails to so comply, it
shall be deemed null and void, to the extent permitted by law and deemed
advisable by the CEO.


                                       2
<PAGE>   3

         8.       ADJUSTMENTS. If a stock dividend, stock split, share
combination, exchange of shares, recapitalization, consolidation, spin-off,
reorganization, or liquidation of or by the Company shall occur, the CEO may
adjust the number and class of Shares for which Awards are authorized to be
granted to the extent the CEO deems appropriate to reflect the applicable
transaction.

         9.       LIABILITY OF THE COMPANY OR AFFILIATE. Neither the Company nor
an affiliate shall be liable to any person for any tax consequences incurred by
a Recipient or other person with respect to an Award.

         10.      AMENDMENT AND TERMINATION OF PLAN. The Board may alter, amend,
or terminate the Plan from time to time without approval of the shareholders of
the Company. The Board may, however, condition any amendment on the approval of
the shareholders of the Company if such approval is necessary or advisable with
respect to tax, securities or other laws applicable to the Company, the Plan,
Recipients or Eligible Persons. Any amendment, whether with or without the
approval of shareholders of the Company, that alters the terms or provisions of
an Award granted before the amendment (unless the alteration is expressly
permitted under the Plan) shall be effective only with the consent of the
Recipient of the Award or the holder currently of the Award.

         11.      EXPENSES OF PLAN. The Company shall bear the expenses of
administering the Plan.

         12.      DURATION OF PLAN. Awards may be granted only during the 10
years immediately following the original effective date of the Plan.

         13.      NOTICES.  All notices to the Company shall be in writing and
shall be delivered to the Secretary of the Company. All notices to a Recipient
shall be delivered personally or mailed to the Recipient at his or her address
appearing in the Company's personnel records. The address of any person may be
changed at any time by written notice given in accordance with this Section 13.

         14.      EXCULPATION AND INDEMNIFICATION. To the maximum extent
permitted by law, the Company shall indemnify and hold harmless the members of
the Board and the CEO from and against all liabilities, costs and expenses
incurred by such persons as a result of any act or omission to act in connection
with the performance of such person's duties, responsibilities and obligations
under the Plan.

         15.      APPLICABLE LAW. The validity, interpretation, and enforcement
of the Plan are governed in all respects by the laws of Delaware and the United
States of America.



                                            Jabil Circuit, Inc.


                                            By:
                                               ---------------------------------

                                            Its:
                                               ---------------------------------


                                       3
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>3
<FILENAME>g66792ex5-1.txt
<DESCRIPTION>OPINION OF HOLLAND & KNIGHT LLP
<TEXT>

<PAGE>   1
                                                                     EXHIBIT 5.1








                                February 2, 2001


Jabil Circuit, Inc.
10560 Ninth Street North
St. Petersburg, Florida 33716

         Re:      Registration Statement on Form S-8

Gentlemen:

         We refer to the Registration Statement (the "Registration Statement")
on Form S-8 filed today by Jabil Circuit, Inc. (the "Company") with the
Securities and Exchange Commission, for the purpose of registering under the
Securities Act of 1933 an aggregate of 100,000 shares (the "Shares") of the
authorized common stock, par value $.001 per share, of the Company being offered
to certain employees of the Company pursuant to the Jabil Circuit, Inc. Stock
Award Plan (the "Plan").

         In connection with the foregoing registration, we have acted as counsel
for the Company and have examined originals, or copies certified to our
satisfaction, of such corporate records of the Company, certificates of public
officials, and representatives of the Company, and other documents as we deemed
necessary to deliver the opinion expressed below.

         Based upon the foregoing, and having regard for legal considerations
that we deem relevant, it is our opinion that the Shares will be, when and if
issued in accordance with the exercise of options granted under the Plan, duly
authorized, validly issued, and fully paid and non-assessable.

         We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.

                                       Very truly yours,

                                       /s/ Holland & Knight LLP

                                       HOLLAND & KNIGHT LLP


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.2
<SEQUENCE>4
<FILENAME>g66792ex23-2.txt
<DESCRIPTION>CONSENT OF KPMG LLP
<TEXT>

<PAGE>   1
                                                                    EXHIBIT 23.2



                          Independent Auditors' Consent



The Board of Directors
Jabil Circuit, Inc.

We consent to incorporation by reference of our report dated September 19, 2000,
relating to the consolidated balance sheets of Jabil Circuit, Inc. and
subsidiaries as of August 31, 2000 and 1999, and the related consolidated
statements of earnings, stockholders' equity and cash flows for each of the
years in the three-year period ended August 31, 2000 and schedule, which report
appears in the August 31, 2000 annual report on Form 10-K of Jabil Circuit, Inc.


                                          /s/ KPMG LLP

February 2, 2001
St. Petersburg, Florida

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.3
<SEQUENCE>5
<FILENAME>g66792ex23-3.txt
<DESCRIPTION>CONSENT OF ERNST & YOUNG LLP
<TEXT>

<PAGE>   1

                                                                    EXHIBIT 23.3



                          Independent Auditors' Consent



The Shareholders and Board of Directors
GET Manufacturing, Inc:



We consent to the incorporation by reference therein of our report dated August
6, 1999, with respect to the consolidated financial statements of GET
Manufacturing, Inc. for the years ended March 31, 1998 and 1999 and our report
dated November 3, 1999 with respect to the consolidated financial statements of
GET Manufacturing, Inc. for the twelve months ended August 31, 1999.


/s/ Ernst & Young
Hong Kong
February 2, 2001
</TEXT>
</DOCUMENT>
</SUBMISSION>
