EXHIBIT 5.1: OPINION OF DILLON, BITAR & LUTHER LLC
Published on July 1, 2009
DILLON,
BITAR & LUTHER L.L.C.
53 MAPLE
AVENUE
MORRISTOWN,
NJ 07960
June 30,
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 6,500,000 shares of the Company's common stock
(the “Shares”) issued pursuant to the Company’s EMCORE Corporation 2000 Stock
Option 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 in the form
provided to us by the Company, (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.