OPINION OF WHITE & CASE
Published on January 23, 2002
EXHIBIT 5.1
(WHITE & CASE LLP LETTERHEAD)
January 23, 2002
EMCORE Corporation
145 Belmont Drive
Somerset, New Jersey 08873
Re: The Registration Statement on Form S-4 for the issuance of up to
1,500,000 shares of common stock of the 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-4 (the "Registration Statement") under the Securities Act of
1933, as amended (the "Act"). The Registration Statement relates to 1,500,000
shares of the Company's Common Stock, no par value (the "Shares"), to be issued
from time to time, pursuant to Rule 415 of the Act. 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.
To the extent relevant to the opinion expressed below, we have assumed
that the Company will have sufficient authorized but unissued shares of Common
Stock on the date of any issuance of shares registered pursuant to the
Registration Statement.
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 the Company's consent, upon an opinion of
Dillon Bitar & Luther dated today and addressed to us.
Exhibit 5.1
Page 2
Based upon the foregoing examination, we are of the opinion that the
Shares, when issued in the future in accordance with the authority of the board
of directors, will be duly and validly authorized and, when the consideration
prescribed by the board of directors has been received, the Shares 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
/s/ White & Case LLP