Exhibit 5.1
SMITH, ANDERSON, BLOUNT,
DORSETT, MITCHELL & JERNIGAN, L.L.P.
LAWYERS
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OFFICES Wells Fargo Capitol Center 150 Fayetteville Street, Suite 2300 Raleigh, North Carolina 27601 | | February 11, 2021 | | 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
Ladies and Gentlemen:
We have acted as North Carolina counsel for Cree, Inc., a North Carolina corporation (the “Company”), in connection with the registration, under the Securities Act of 1933, as amended (the “Act”), of the issuance and sale by the Company from time to time of up to $500,000,000 maximum aggregate offering price of shares (the “Shares”) of the Company’s common stock, with par value of $0.00125 per share (“Common Stock”), pursuant to the automatic shelf registration statement of the Company on Form S-3 (Registration No. 333-253001), and any amendments through the date hereof (the “Registration Statement”), filed by the Company on February 11, 2021 with the Securities and Exchange Commission (the “Commission”), including the base prospectus included therein at the time the Registration Statement became effective (the “Base Prospectus”), and the prospectus supplement, dated February 11, 2021 filed by the Company with the Commission on February 11, 2021, pursuant to Rule 424(b)(5) under the Act (together with the Base Prospectus and the documents incorporated by reference therein, the “Prospectus”). The issuance and sale of the Shares will be pursuant to an Equity Distribution Agreement, dated February 11, 2021 (the “Distribution Agreement”), among the Company, on the one hand, and Wells Fargo Securities LLC, BMO Capital Markets Corp., BofA Securities Inc., Canaccord Genuity LLC, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC and Truist Securities, Inc., on the other hand. Capitalized terms used but not defined herein shall have the meanings specified in the Distribution Agreement.
This opinion letter is being furnished in accordance with the requirements of Item 601(b)(5)(i) of Regulation S-K.
We have examined the Registration Statement, the Prospectus, the Restated Articles of Incorporation of the Company, as amended, the Bylaws of the Company, as amended and restated, the Distribution Agreement, the resolutions adopted by the Board of Directors of the Company relating to the issuance and sale of the Shares, the authorization of the Distribution Agreement and the transactions contemplated thereby (the “Resolutions”), and such other documents and have considered such matters of law and fact as we, in our professional judgment, have deemed appropriate to render the opinions contained herein. We call your attention to the fact that, as a matter of customary practice, certain assumptions underlying opinions are understood to be implicit. With respect to certain facts, we have considered it appropriate to rely upon certificates or other comparable documents of public officials and officers or other appropriate representatives of the Company, without investigation or analysis of any underlying data contained therein.
