OPINION OF BROBECK, PHLEGER & HARRISON LLP
Published on February 6, 1998
EXHIBIT 5
February 5, 1998
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Emcore Corporation
394 Elizabeth Avenue
Somerset, New Jersey 08873
Re: Emcore Corporation Registration Statement for
Offering of 200,996 shares of Common Stock
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Ladies and Gentlemen:
We refer to your registration on Form S-8 (the "Registration Statement")
under the Securities Act of 1933, as amended, of 200,996 shares of the common
stock ("Common Stock") of Emcore Corporation (the "Company") issuable under the
MicroOptical Devices, Inc. 1996 Stock Option Plan (the "Plan") as assumed by the
Company. We advise you that, in our opinion, when such shares have been issued
and sold pursuant to the applicable provisions of the Plan and in accordance
with the Registration Statement, such shares will be validly issued, fully paid
and nonassessable shares of Common Stock.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Brobeck, Phleger & Harrison LLP
BROBECK, PHLEGER & HARRISON LLP