OPINION OF DILLON, BITAR AND LUTHER LLC
Published on August 10, 2004
EXHIBIT 5.1
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DILLON, BITAR & LUTHER L.L.C.
53 MAPLE AVENUE
MORRISTOWN, NJ 07960
August 10, 2004
EMCORE Corporation
145 Belmont Drive
Somerset, NJ 08873
RE: EMCORE CORPORATION REGISTRATION
STATEMENT ON FORM S-8
Ladies and Gentlemen:
You have requested our opinion in connection with the above-referenced
registration statement (the "Registration Statement"), which is concurrently
being filed by EMCORE Corporation, a New Jersey corporation (the "Company") with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended. The Registration Statement relates to the registration of 2,100,000
additional shares of the Company's common stock (the "Shares") that may be
acquired pursuant to the terms and provisions of the Company's 2000 Stock Option
Plan, as amended and restated (the "Plan").
This opinion is being furnished in accordance with the requirements of Item
8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K.
We are familiar with the corporate proceedings relating to the
authorization of the Shares and have reviewed the corporate proceedings taken
with respect to the approval of such amendment to the Plan. We have examined and
relied on originals, or copies certified to our satisfaction, of all such
corporate records of the Company and such other instruments and other
certificates of public officials, officers, and representatives of the Company
and such other persons, and we have made such investigations of law, as we have
deemed appropriate, as a basis for the opinion herein expressed.
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 the foregoing, it is our 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 non assessable.
EXHIBIT 5.1
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We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement. By giving such consent we do not thereby admit that we
are an "expert" with respect to any part of such Registration Statement, as that
term is used in the Securities Act of 1933, as amended, or the rules or
regulations of the Commission issued thereunder.
Very truly yours,
/s/ DILLON, BITAR & LUTHER L.L.C.