OPINION OF WHITE & CASE LLP
Published on July 20, 2001
Exhibit 5.1
(WHITE & CASE LLP LETTERHEAD)
July 20, 2001
Re: The 5% Convertible Subordinated Notes Due 2006 (the "Notes")
and the Common Stock Issuable Upon Conversion of the Notes of
EMCORE Corporation
Gentlemen:
On the date hereof, EMCORE Corporation, a New Jersey corporation (the
"Company"), filed with the Securities and Exchange Commission a Registration
Statement on Form S-3 (the "Registration Statement") under the Securities Act of
1933, as amended (the "Act"). The Registration Statement relates to (i) the
resale of the Notes; and (ii) the issuance of shares of the Company's common
stock, no par value (the "Common Stock"), issuable upon conversion of the Notes.
We have acted as counsel to the Company in connection with the preparation and
filing of the Registration Statement.
In connection therewith, we have examined and relied upon the original
or a copy, certified to our satisfaction, of (i) the Articles of Incorporation
and the Bylaws of the Company; (ii) resolutions of the Board of Directors of the
Company authorizing the offering and related matters; (iii) the Registration
Statement and exhibits thereto; and (iv) such other documents and instruments as
we have deemed necessary or appropriate for the expression of the opinion herein
contained. In making the foregoing examinations, we have assumed the genuineness
of all signatures and the authenticity of all documents submitted to us as
originals, and the conformity to original documents of all documents submitted
to us as certified or photostatic copies. As to various questions of fact
material to this opinion, we have relied, to the extent we deem reasonably
appropriate, upon representations or certificates of officers or directors of
the Company and upon documents, records and instruments furnished to us by the
Company, without independently checking or verifying the accuracy of such
documents, records and instruments.
Based upon the foregoing examination, we are of the opinion that (i)
the Notes have been duly authorized for issuance by the Company and the
Indenture filed as Exhibit 4.9 to the Registration Statement has been duly
executed and delivered by the parties thereto; (ii) the Notes are duly executed,
authenticated, issued and delivered in accordance with such Indenture; (iii) the
Notes are legally issued and constitute valid and legally binding obligations of
the Company subject to bankruptcy, insolvency, reorganization, moratorium or
other similar laws now or hereafter in effect relating to or affecting the
enforcement of creditors' rights generally and by general principles of equity;
and (iv) the shares of Common Stock issuable upon conversion of the Notes have
been duly and validly authorized and, when issued upon conversion of the Notes
in accordance with the terms of the Indenture, will be validly issued, fully
paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the caption "Legal
Matters" in the Prospectus forming a part of the Registration Statement. In
giving such consent, we do not admit that we come within the category of persons
whose consent is required by Section 7 of the Act or the rules and regulations
of the Commission hereunder.
Sincerely
WHITE & CASE LLP