EXHIBIT 5.2 - CONSENT
Published on January 23, 2009
Exhibit
5.2
January 21, 2009
Emcore
Corporation
10420
Research Road, S.E.
Albuquerque,
NM 87123
Re: Emcore
Corporation, Inc.
Registration Statement on
Form S-1
Ladies
and Gentlemen:
We are providing this opinion letter in
our capacity as special counsel to Emcore Corporation, Inc., a New Jersey
corporation (the "Company"), in connection with the filing by the Company of a
registration statement on Form S-1 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"), with the United
States Securities and Exchange Commission (the "Commission"). The
Registration Statement relates to the resale by shareholders of the Company of
up to an aggregate of 9,400,003 shares of common stock of the Company, without
par value (the "Shares"), consisting of 8,000,000 Shares sold (the “Issued
Shares”), and 1,400,003 Shares issuable upon exercise of warrants sold (the
“Warrant Shares”), by the Company in a private placement that closed on February
20, 2008.
You have requested that we render the
opinion set forth in this letter and we are furnishing this opinion in
accordance with the requirements of Part II, Item 16 of Form S-1 and Item
601(b)(5)(i) of Regulation S-K promulgated by the Commission under the
Securities Act.
In connection with the foregoing
registration, we have examined originals, or copies certified or otherwise
identified to our satisfaction of, (i) the Registration Statement as filed with
the Commission, (ii) the Company's Restated Certificate of Incorporation, as
amended and restated to date (the "Certificate of Incorporation"), (iv) the
Company's By-Laws, as amended and/or restated to date (the "By-Laws"), (v)
certain resolutions of the Board of Directors of the Company relating to the
Shares and the registration thereof, and (vi) such other documents as we have
deemed necessary or appropriate for purposes of rendering the opinion set forth
herein.
In our examination, we have assumed the
legal capacity of all natural persons, the genuineness of all signatures, the
authenticity of all documents submitted to us as certified or photostatic copies
and the authenticity of the originals of such latter documents. As to
any facts material to the opinion expressed herein that were not independently
established or verified, we have relied upon statements and representations of
officers and other representatives of the Company and others.
Based upon and subject to the
foregoing, we are of the opinion that (i) the Issued Shares have been duly
authorized and validly issued, and are fully paid and nonassessable, and (ii)
the Warrant Shares have been duly authorized and, when sold and duly issued in
accordance with the terms of the applicable warrant agreements, including
receipt of the consideration to be paid therefor (if any), the Shares will be
validly issued, fully paid and nonassessable.
We hereby consent to the filing of this
opinion with the Commission as Exhibit 5. In giving this consent, we
do not hereby admit that we are in the category of persons whose consent is
required under Section 7 of the Securities Act or the rules and regulations of
the Commission promulgated thereunder.
This opinion is limited to the specific
issues addressed herein, and no opinion may be inferred or implied beyond that
expressly stated herein. We assume no obligation to revise or
supplement this opinion should the present laws of the State of New Jersey be
changed by legislative action, judicial decision or otherwise.
Very truly yours,
/s/ Dillon, Bitar & Luther,
L.L.C.
DILLON, BITAR & LUTHER,
L.L.C.