Exhibit 5.1
November 14, 2018
II-VI Incorporated
375 Saxonburg Boulevard
Saxonburg, Pennsylvania 16056
Ladies and Gentlemen:
We have acted as counsel toII-VI Incorporated, a Pennsylvania corporation (the “Company”), in connection with the Registration Statement on FormS-8 (the “Registration Statement”) to be filed by the Company with the Securities and Exchange Commission for the registration under the Securities Act of 1933, as amended (the “Securities Act”), of the offer and sale of an aggregate of 2,000,000 shares of the Company’s common stock, no par value (the “Shares”), which Shares may be issued from time to time in connection with theII-VI Incorporated 2018 Employee Stock Purchase Plan (the “Plan”).
This opinion letter is being delivered in accordance with the requirements of Item 601(b)(5) of RegulationS-K under the Securities Act.
You have requested our opinions as to the matters set forth below in connection with the Registration Statement. For purposes of rendering those opinions, we have examined copies of the Plan, the Registration Statement, the Company’s Amended and Restated Articles of Incorporation, the Company’s Amended and RestatedBy-Laws, and the corporate actions of the Company with respect to the Plan, the Registration Statement, and the Shares, and we have made such other investigation as we have deemed appropriate. We also have examined and relied upon certificates of public officials and, in rendering our opinion, we have made the assumptions that are customary in opinion letters of this kind. We have not verified any of those assumptions.
Based upon and subject to the foregoing and the additional qualifications and other matters set forth below, we are of the opinion that the Shares have been duly and validly authorized and that the Shares, when issued in accordance with the terms of the Plan, will be validly issued, fully paid and nonassessable.
The opinions expressed in this opinion letter are limited to the Business Corporation Law of the Commonwealth of Pennsylvania. The foregoing opinions are rendered as of the date of this letter. We assume no obligation to update or supplement any of such opinions in order to reflect any changes of law or fact that may occur.
