Jabil Inc.
January 27, 2025
Page
2
(b) the prospectus, dated July 3, 2023 (the “Base Prospectus”), which
forms a part of and is included in the Registration Statement;
(c) the prospectus supplement, dated January 27, 2025 (together with the
Base Prospectus, the “Prospectus”), relating to the resale of the Warrant Shares, in the form filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations;
(d) an executed copy of the Warrant;
(e) an executed copy of the Warrant Agreement, dated as of December 27, 2024 (the “Warrant Agreement”), by and among the
Company and Amazon.com, Inc.;
(f) an executed copy of a certificate of Susan Wagner-Fleming, Vice President, Senior Deputy General
Counsel and Corporate Secretary of the Company, dated the date hereof (the “Secretary’s Certificate”);
(g) a copy of
the Company’s Amended and Restated Certificate of Incorporation, certified by the Secretary of State of the State of Delaware as of January 27, 2025, and certified pursuant to the Secretary’s Certificate (the “Certificate of
Incorporation”);
(h) a copy of the Company’s Amended and Restated Bylaws (the “Bylaws”), as in effect as of
the date hereof, certified pursuant to the Secretary’s Certificate; and
(i) a copy of certain resolutions of the Board of Directors
of the Company, dated December 24, 2024, certified pursuant to the Secretary’s Certificate.
We have also examined originals or
copies, certified or otherwise identified to our satisfaction, of such records of the Company and the Selling Stockholder and such agreements, certificates and receipts of public officials, certificates of officers or other representatives of the
Company, the Selling Stockholder and others, and such other documents as we have deemed necessary or appropriate as a basis for the opinion stated below.
In our examination, we have assumed the genuineness of all signatures, including electronic signatures, the legal capacity and competency of
all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photocopied copies, and the authenticity of the
originals of such copies. With respect to our opinion set forth below, we have assumed that (i) the Company receives the consideration for the Warrant set forth in the Warrant Agreement and the applicable board resolutions approving the
issuance of the Warrant and the Warrant Shares and (ii) the issuance of the Warrant Shares has been registered in the Company’s share registry. As to any facts relevant to the opinion stated herein that we did not independently establish
or verify, we have relied upon statements and representations of officers and other representatives of the Company and the Selling Stockholder and others and of public officials, including the facts and conclusions set forth in the Secretary’s
Certificate and the Certificate of Incorporation and the factual representations and warranties set forth in the Warrant Agreement.
