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Exhibit 5.1
January 14, 2000
EMCORE Corporation
394 Elizabeth Avenue
Somerset, NJ 08873
Re: EMCORE Corporation
Registration Statement on Form S-3
For 2,000,000 Shares of Common Stock
Ladies and Gentlemen:
I am Vice President and General Counsel of EMCORE Corporation, a New
Jersey corporation (the "Company"). In that capacity, I have participated in the
preparation of, and I am familiar with the contents of the above-referenced
registration statement (the "Registration Statement"), which is concurrently
being filed with the Securities and Exchange Commission under the Securities Act
of 1933, as amended (the "Act"). The Registration Statement relates to 2,000,000
shares of the Company's Common Stock (the "Shares") to be issued from time to
time by the Company in one or more underwritten offerings.
This opinion is being furnished in accordance with the requirements of
Item 16 of Form S-3 and Item 601(b)(5)(i) of Regulation S-K.
I am familiar with the corporate proceedings of the Company relating to
the authorization of issuance and sale of the Shares. I have examined such
certificates of public officials and certificates of officers of the Company,
and the originals (or copies thereof, certified to my satisfaction) of such
corporate documents and records of the Company, and such other documents,
records and papers as I have deemed relevant in order to give the opinions
hereinafter set forth. In this connection, I have assumed the genuineness of
signatures, the authenticity of all documents submitted to me as originals and
the conformity to authentic original documents of all documents submitted to me
as certified, conformed, facsimile or photostatic copies. In addition, I have
relied, to the extent that I deem such reliance proper, upon such certificates
of public officials and officers of the Company with respect to the accuracy of
material factual matters contained therein which were not independently
established.
I do not express or purport to express any opinions with respect to laws
other than the Federal laws of the United States. As to all matters governed by
the laws of the State of New Jersey involved in my opinions set forth below, I
have relied, with your consent, upon an opinion of Dillon Bitar & Luther dated
today and addressed to me.
Based upon the foregoing, I am of the opinion that the Shares, when sold
in accordance with the Plan of Distribution set forth in the Registration
Statement and any amendments and prospectus supplements thereto will be
validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of my name under the caption "Legal
Matters" in the Prospectus forming a part of the Registration Statement.
Very truly yours,
/s/ Howard W. Brodie
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Howard W. Brodie
Vice President and General Counsel