OPINION OF WHITE & CASE
Published on June 9, 1999
EXHIBIT 5.1
WHITE & CASE LLP OPINION
June 8, 1999
Emcore Corporation Company
394 Elizabeth Avenue
Somerset, New Jersey, 08873
Re: EMCORE Corporation
Public offering of shares of Common Stock
Ladies and Gentlemen:
On the date hereof EMCORE Corporation, a New Jersey corporation (the
"Company"), filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (No. 333-71791) a Registration Statement on
Form S-3 (the "Registration Statement"). Such Registration Statement relates to
the sale by the Company of up to 3,584,616 shares of the Company's Common Stock,
no par value per share (the "Common Stock") and 897,441 shares of Common Stock
by selling shareholders.
We have acted as counsel to the Company in connection with the
preparation of the Registration Statement. We are familiar with the proceedings
of the Board of Directors of the Company in connection with the authorization,
issuance and sale of the Shares. We have examined such certificates of public
officials and certificates of officers of the Company and the selling
shareholders, and the originals (or copies thereof, certified to our
satisfaction) of such corporate documents and records of the Company, and such
other documents, records and papers as we have deemed relevant in order to give
the opinions hereinafter set forth. In this connection, we have assumed the
genuineness of signatures, the authenticity of all documents submitted to us as
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originals and the conformity to authentic original documents of all documents
submitted to us as certified, conformed, facsimile or photostatic copies. In
addition, we have relied, to the extent that we deem such reliance proper, upon
such certificates of public officials and of officers of the Company with
respect to the accuracy of material factual matters contained therein which
were not independently established.
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, we are of the opinion that the Shares have
been duly authorized and, when issued and delivered by the Company against
payment therefor as provided by the Underwriting Agreement will be validly
issued, fully paid and non-assessable, and may be issued free of restrictive
legends.
We hereby consent to the filing of this opinon 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.
Very truly yours,
White & Case LLP