SMITH, ANDERSON, BLOUNT, DORSETT,
MITCHELL & JERNIGAN, L.L.P.
OFFICES 2500 Wachovia Capitol Center Raleigh, North Carolina 27601 | January 26, 2010 | MAILING ADDRESS P.O. Box 2611 Raleigh, North Carolina 27602-2611 |
| | | TELEPHONE: (919) 821-1220 FACSIMILE: (919) 821-6800 |
Cree, Inc.
4600 Silicon Drive
Durham, North Carolina 27703
Re: Cree, Inc. Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel for Cree, Inc., a North Carolina corporation (the “Company”), in connection with the registration on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), of (a) 100,000 shares of common stock of the Company (the “Shares”), with a par value of $0.00125 per share, for issuance under the Company’s Non-Employee Director Stock Compensation and Deferral Program (the “Plan”) and (b) deferred compensation obligations (the “Obligations”) of the Company under the Plan.
This opinion is being furnished in accordance with the requirements of Item 8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K.
We have examined the Restated Articles of Incorporation of the Company; the Bylaws of the Company, as amended; the minutes of the Board of Directors of the Company relating to the approval of the Plan and the authorization and issuance of the Shares; and such other corporate documents, records, and matters of law as we have deemed necessary for purposes of this opinion. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conforming to originals of all documents submitted to us as certified copies or photocopies, and the authenticity of originals of such latter documents. We have also received a certificate of an officer of the Company, dated of even date herewith, relating to the issuance of the Shares and the Obligations pursuant to the Plan.
Based upon the foregoing and in reliance thereon, it is our opinion that:
(1) The Shares that are being registered pursuant to the Registration Statement have been duly authorized, and when issued and delivered against payment therefor in accordance with the Plan as described in the Registration Statement and upon either (a) the countersigning of the certificates representing the Shares by a duly authorized signatory of the registrar for the Company’s common stock, or (b) the book entry of the Shares by the transfer agent for the Company’s common stock, such shares will be validly issued, fully paid, and non-assessable.
(2) The Obligations, when arising under the terms of the Plan, will be the valid and binding Obligations of the Company, enforceable against the Company in accordance with the terms of the Plan, except as may be limited by the effect of applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar laws affecting the enforcement of creditors’ rights generally and the effect of general principles of equity (regardless of whether considered in a proceeding in equity or at law), which may, among other things, deny rights of specific performance.
We express no opinion as to any matter other than as expressly set forth above, and no opinion, other than the opinion given herein, may be inferred or implied herefrom. This opinion is limited to the laws of the State of North Carolina, and we express no opinion as to the laws of any other jurisdiction. The opinion expressed herein does not extend to compliance with federal and state securities laws relating to the sale of the Shares.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to all references to us in the Registration Statement and any amendment thereto. Such consent shall not be deemed to be an admission that our firm is within the category of persons whose consent is required under Section 7 of the Act or the regulations promulgated pursuant to the Act.
Our opinion is as of the date hereof, and we do not undertake to advise you of matters that might come to our attention subsequent to the date hereof which may affect our legal opinion expressed herein.
Sincerely yours,
/s/ Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P.
SMITH, ANDERSON, BLOUNT, DORSETT,
MITCHELL & JERNIGAN, L.L.P.
