EXHIBIT 31.2
Published on January 28, 2008
Exhibit
31.2
EMCORE
CORPORATION
CERTIFICATION
PURSUANT TO SECTION 302
OF
THE SARBANES-OXLEY ACT OF 2002
I,
Adam Gushard, certify that:
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1.
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I
have reviewed this Annual Report
on Form 10-K/A
of EMCORE Corporation
("Report");
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2.
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Based
on my knowledge, this Report
does not contain any untrue statement of a material fact or omit
to state
a material fact necessary to make the statements made, in light of
the
circumstances under which such statements were made, not misleading
with
respect to the period covered by this Report;
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3.
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Based
on my knowledge, the
financial statements, and other financial information included in
this
Report, fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and
for, the
periods presented in this Report;
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4.
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The
registrant’s other certifying
officers and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and
15d-15(e)) and internal control over financial reporting (as defined
in
Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and
have:
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a.
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Designed
such disclosure controls
and procedures, or caused such disclosure controls and procedures
to be designed under our supervision, to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this Report is being
prepared;
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b.
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Designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision,
to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;
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c.
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Evaluated
the effectiveness of the registrant’s disclosure controls and procedures
and presented in this Report our conclusions about the effectiveness
of
the disclosure controls and procedures, as of the end of the period
covered by this Report based on such evaluation; and
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d.
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Disclosed
in this Report any change in the registrant’s internal control over
financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely
to
materially affect, the registrant’s internal control over financial
reporting; and
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5.
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The
registrant’s other
certifying officer(s) and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the
registrant’s auditors and the audit committee of the registrant’s board of
directors (or persons performing the equivalent functions):
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a.
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All
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information; and
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b.
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Any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant’s internal control
over financial reporting.
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Date: January
28, 2008
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By:
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/s/
Adam
Gushard
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Adam
Gushard
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Interim
Chief Financial Officer
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(Principal
Financial and Accounting Officer)
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