OPINION OF WHITE & CASE
Published on February 6, 1997
Exhibit 5.1
White & Case
1155 Avenue of the Americas
New York, New York 10036
(212) 819-8200
February 4, 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"), filed 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 the
Company's common stock (the "Common Stock"). The Common Stock is to be sold
to underwriters, including the underwriters listed on the cover page of the
Prospectus forming part of the Registration Statement. The terms of the sale
to the underwriters are to be approved in additional proceedings to be taken
by the Company.
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, subject to the
assumptions stated, and subject to such proposed additional proceedings being
taken prior to the issuance of the Common Stock, to the authorization,
execution and delivery of an underwriting agreement with respect thereto, 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