OPINION OF WHITE & CASE LLP
Published on May 18, 2000
EXHIBIT 5.2
White & Case LLP
200 S. Biscayne Boulevard
Suite 4900
Miami, Florida 33131
May 18, 2000
EMCORE Corporation
394 Elizabeth Avenue
Somerset, NJ 08873
Re: EMCORE Corporation
Post Effective Amendment No. 1 to
Registration Statement on Form S-8/A
SEC File No. 333-27507
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 "Act"). The Registration Statement relates to the
registration of an additional 725,000 shares of the Company's common stock (the
"Shares") which may be required pursuant to the terms and provisions of the
EMCORE Corporation 1995 Incentive and Non-Statutory Option Plan (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 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. As to all
matters governed by the laws of the State of New Jersey involved in our opinions
set forth below, we have relied, with your consent, upon an opinion of Dillon
Bitar & Luther dated today and addressed to us.
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 5.2
PAGE 2
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/ White & Case LLP
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