Exhibit 5.1
SMITH, ANDERSON, BLOUNT,
DORSETT, MITCHELL & JERNIGAN, L.L.P.
LAWYERS
| | | | |
OFFICES 150 Fayetteville Street, Suite 2300 Raleigh, North Carolina 27601 | | December 9, 2024 | | MAILING ADDRESS P.O. Box 2611 Raleigh, North Carolina 27602-2611 TELEPHONE: (919) 821-1220 FACSIMILE: (919) 821-6800 |
Wolfspeed, Inc.
4600 Silicon Drive
Durham, North Carolina 27703
Ladies and Gentlemen:
We have acted as North Carolina counsel for Wolfspeed, 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, among other securities, up to $200,000,000 maximum aggregate offering price of shares (the “Shares”) of the Company’s common stock, 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. 333-283676), and any amendments through the date hereof (the “Registration Statement”), filed by the Company on December 9, 2024 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 December 9, 2024, filed by the Company with the Commission on December 9, 2024, 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 December 9, 2024 (the “Distribution Agreement”), by and among the Company and J.P. Morgan Securities LLC and Wells Fargo Securities, LLC. 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 under the Act.
We have examined the Registration Statement, the Prospectus, the Amended and Restated Articles of Incorporation of the Company, the Amended and Restated Bylaws of the Company, the Distribution Agreement, the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof 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.
