EMCORE CORP. S-8 EX-5.1 OPINION
Published on March 10, 2006
Exhibit
5.1
March
10,
2006
145
Belmont Drive
Somerset,
NJ 08873
Registration
Statement on Form S-8
Ladies
and Gentlemen:
You
have
requested my opinion in connection with the above-referenced registration
statement (the “Registration Statement”), which is concurrently being filed by
EMCORE Corporation, a New Jersey corporation (the “Company”) with the Securities
and Exchange Commission under the Securities Act of 1933, as amended. The
Registration Statement relates to the registration of 2,500,000 additional
shares of the Company’s common stock (the “Shares”) that may be acquired
pursuant to the terms and provisions of the Company’s 2000 Stock Option Plan, as
amended and restated (the “Plan”).
This
opinion is being furnished in accordance with the requirements of Item 8 of
Form S-8 and Item 601(b)(5)(i) of Regulation S-K.
I
am
familiar with the corporate proceedings relating to the authorization of
the
Shares and have reviewed the corporate proceedings taken with respect to
the
approval of such amendment to the Plan. I have examined and relied on
originals, or copies certified to my satisfaction, of all such corporate
records
of the Company and such other instruments and other certificates of public
officials, officers, and representatives of the Company and such other persons,
and I have made such investigations of law, as I have deemed appropriate,
as a
basis for the opinion herein expressed.
I
do not
express or purport to express any opinions with respect to laws other than
the
Federal laws of the United States and the laws of the State of New
Jersey.
Based
upon the foregoing, it is my opinion that the Shares will, if issued and
delivered in accordance with the terms and provisions of the Plan, be validly
issued, fully paid, and non-assessable.
I
hereby
consent to the filing of this opinion as an Exhibit to the Registration
Statement. By giving such consent, I do not thereby admit that I am an
“expert” with respect to any part of such Registration Statement, as that term
is used in the Securities Act of 1933, as amended, or the rules or regulations
of the Commission issued thereunder.
| Very truly yours, | |
|
/s/ Howard W. Brodie, Esq.
Howard W. Brodie, Esq.
Executive Vice President & Chief Legal Officer
EMCORE Corporation
|