EXHIBIT 5.1


          OFFICES                                           Mailing Address
2500 Wachovia Capitol Center                                 P.O. Box 2611
Raleigh, North Carolina 27601                           Raleigh, North Carolina
                                                               27602-2611
                                                       TELEPHONE: (919) 821-1220
                                                       FACSIMILE: (919) 821-6800


                                January 14, 2005


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, of 5,358,777 shares of
common stock (the  "Shares"),  $0.00125 par value per share,  for issuance under
the Cree, Inc. Amended and Restated Equity Compensation Plan (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,  as
amended (the "Articles"),  the Bylaws of the Company (the "Bylaws"), the minutes
of the  meetings  of the  Board of  Directors  of the  Company  relating  to the
approval of the Plan and the  authorization  and the  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 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 pursuant to the Plan.

     Based on such examination and such certificate,  it is our opinion that the
Shares may be validly  issued in  accordance  with the Articles and Bylaws,  and
when so issued and duly delivered  against  payment  therefor in accordance with
the Plan as described in the Registration Statement, such Shares will be validly
issued, fully paid, and non-assessable.

     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. 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,


                                         SMITH, ANDERSON, BLOUNT, DORSETT,
                                            MITCHELL & JERNIGAN, L.L.P.