[LETTERHEAD OF MATERION CORPORATION]

Exhibit 5

May 4, 2011

Board of Directors
Materion Corporation
6070 Parkland Boulevard
Mayfield Heights, Ohio 44124

Re: Materion Corporation 2006 Non-employee Director Equity Plan (As Amended and Restated as of May 4, 2011)

Gentlemen:

          I have acted as counsel for Materion Corporation, an Ohio corporation (the “Company”), in connection with the Company’s 2006 Non-employee Director Equity Plan (As Amended and Restated as of May 4, 2011) (the “Plan”). In connection with the opinion expressed herein, I have examined such documents, records and matters of law as I have deemed necessary for purposes of this opinion. Based upon the foregoing, and subject to further limitations, qualifications and assumptions set forth herein, I am of the opinion that the 150,000 Common Shares, without par value, of the Company (the “Common Shares”) when issued and delivered pursuant to the terms of the Plan, will be validly issued, fully paid and nonassessable.

          The opinion expressed herein is limited to the laws of the State of Ohio, as currently in effect, and I express no opinion as to the effect of the laws of any other jurisdiction. In addition, I have assumed that the resolutions, authorizing the Company to issue or deliver and sell the Common Shares pursuant to the Plan, will be in full force and effect at all times at which the Common Shares are issued or delivered and sold by the Company, and the Company will take no action inconsistent with such resolutions.

          In rendering the opinions above, I have assumed that each award under the Plan will be approved by the Board of Directors of the Company or an authorized committee of the Board of Directors.

          I hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement on Form S-8 filed by the Company to effect registration of the Common Shares under the Securities Act of 1933 (the “Securities Act”). In giving such consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

Very truly yours,
 

/s/ Gregory R. Chemnitz  

Gregory R. Chemnitz 

Vice President & General Counsel