EMCORE CORP. 10-Q/A EX-31.2 CFO 302 CERTIFICATION
Published on May 25, 2006
CERTIFICATION
BY CHIEF FINANCIAL OFFICER
PURSUANT
TO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF
1934,
AS
ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF
2002
I,
Thomas
G. Werthan, Executive Vice President and Chief Financial Officer (Principal
Financial and Accounting Officer), certify
that:
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1.
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I
have reviewed this Quarterly Report on Form 10-Q/A
of EMCORE Corporation ("Report");
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2.
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Based
on my knowledge, this Report does not contain any untrue statement
of a
material fact or omit to state a material fact necessary to make
the
statements made, in light of the circumstances under which such
statements
were made, not misleading with respect to the period covered by
this
Report;
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3.
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Based
on my knowledge, the financial statements, and other financial
information
included in this Report, fairly present in all material respects
the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
Report;
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4.
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The
registrant’s other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures
(as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and
have:
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a)
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Designed
such disclosure controls and procedures, or
caused such disclosure controls and procedures to be designed under
our
supervision,
to ensure that material information relating to the registrant,
including
its consolidated subsidiaries, is made known to us by others within
those
entities, particularly during the period in which this Report is
being
prepared;
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b)
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Designed
such internal control over financial reporting, or caused such
internal
control over financial reporting to be designed under our supervision,
to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
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c)
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Evaluated
the effectiveness of the registrant’s disclosure controls and procedures
and presented in this Report our conclusions about the effectiveness
of
the disclosure controls and procedures, as of the end of the period
covered by this Report based on such evaluation;
and
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d)
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Disclosed
in this Report any change in the registrant’s internal control over
financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely
to
materially affect, the registrant’s internal control over financial
reporting; and
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5.
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The
registrant’s other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting,
to the registrant’s auditors and the audit committee of the registrant’s
board of directors (or persons performing the equivalent
functions):
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a)
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All
significant deficiencies and material weaknesses in the design
or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information;
and
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b)
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Any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant’s internal control
over financial reporting.
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Date:
May 24, 2006
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By:
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/s/
Thomas G. Werthan
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Thomas
G. Werthan
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Executive
Vice President & Chief Financial Officer
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(Principal
Financial and Accounting
Officer)
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