OPINION OF WHITE & CASE
Published on February 24, 1997
EXHIBIT 5.1
White & Case
1155 Avenue of the Americas
New York, New York 10036
(212) 819-8200
February 24, 1997
EMCORE Corporation
394 Elizabeth Avenue
Somerset, New Jersey 08873
Dear Sirs:
We refer to the Registration Statement on Form S-1 (No. 333-18565, the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), in the form in which it is to be filed today by EMCORE
Corporation, a New Jersey corporation (the "Company"), with the Securities and
Exchange Commission (the "Commission"), relating to the initial public offering
of shares of common stock (the "Common Stock"). The Common Stock is to be sold
to underwriters as described in the Prospectus forming part of the Registration
Statement.
We have examined the originals, or photostatic or certified copies, of
such records of the Company, certificates of officers of the Company and of
public officials and such other documents as we have deemed relevant and
necessary as the basis for the opinion set forth below. We have relied upon such
certificates of officers of the Company and of public officials and statements
and information furnished by officers of the Company with respect to the
accuracy of material factual matters contained therein which were not
independently established by us. In such examination we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted to
us as photostatic or certified copies, and the authenticity of the originals of
such copies.
Based upon our examination described above, it is our opinion that the
Common Stock, upon issuance and sale by the Company as contemplated in the
Registration Statement and any amendments and prospectus supplements thereto,
will have been duly authorized by the Company and upon delivery thereof against
payment therefor, validly issued, fully paid and non-assessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm appearing under the
caption "Legal Matters" in the Prospectus forming part of the Registration
Statement. In giving this consent, we do not thereby admit that we are within
the category of persons whose consent is required under Section 7 of the
Securities Act or the rules and regulations of the Commission.
Very truly yours,
White & Case