EXHIBIT 5.1: LEGAL FIRM CONSENT
Published on June 5, 2009
EXHIBIT
5.1
DILLON,
BITAR & LUTHER L.L.C.
53 MAPLE
AVENUE
MORRISTOWN,
NJ 07960
June 3, 2009
EMCORE
Corporation
10420
Research Road, S.E.
Albuquerque,
NM 87123
Re: EMCORE
Corporation
Registration Statement on
Form S-8
Ladies
and Gentlemen:
We are
providing this opinion letter in our capacity as special counsel to EMCORE
Corporation, a New Jersey corporation (the "Company"), in connection with the
filing by the Company of a registration statement on Form S-8 (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 registration
of the Company's common stock in an aggregate amount of $750,000 (the “Shares”)
that may be acquired by certain Directors of the Company pursuant to the terms
and provisions of the Company's Directors' Stock Award Plan (the
“Plan”).
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 8 of Form S-8 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"), (iii) the Company's By-Laws, as amended and/or restated to
date (the "By-Laws"), (iv) certain resolutions of the Board of Directors of the
Company relating to the Shares and the registration thereof, and (v) 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.
We 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 and subject to the foregoing, we are of the 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 nonassessable.
We hereby
consent to the filing of this opinion with the Commission as an Exhibit to the
Registration Statement. 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 present Federal laws
or 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.