EX-5.1 2 exhibit51opinionofstradlin.htm EXHIBIT 5.1 STRADLING YOCCA CARLSON & RAUTH OPINION Exhibit 5.1 Opinion of Stradling Yocca Carlson & Rauth, P.C.



Exhibit 5.1

 
Stradling Yocca Carlson & Rauth
 


A PROFESSIONAL CORPORATION
ATTORNEYS AT LAW
660 Newport Center Drive, Suite 1600
Newport Beach, CA 92660-6422
TELEPHONE (949) 725-4000
FACSIMILE (949) 725-4100
ORANGE COUNTY
(949) 725-4000
SAN DIEGO
(858) 720-2150
SAN FRANCISCO
(415) 283-2240
SANTA BARBARA
(805) 564-0065
SACRAMENTO
(916) 449-2350
 
 
 
 
December 24, 2012
 


EMCORE Corporation
10420 Research Road, SE
Albuquerque, NM 87123

Re:
Registration Statement on Form S-8
Ladies and Gentlemen:
At your request, we have examined the form of Registration Statement on Form S-8 (the “Registration Statement”) being filed by EMCORE Corporation, a New Jersey corporation (the “Company”), with the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), of 500,000 shares of the Registrant's common stock, no par value (the “Shares”), reserved for issuance pursuant to the Registrant's 2000 Employee Stock Purchase Plan (the “2000 ESPP”).
We have examined the proceedings heretofore taken and are familiar with the additional proceedings proposed to be taken by the Registrant in connection with the authorization, issuance and sale of the Shares.
Based on the foregoing, it is our opinion that the issuance of the Shares against full payment in accordance with the respective terms and conditions of the 2012 Plan will be legally and validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration Statement.
Very truly yours,

/s/ Stradling Yocca Carlson & Rauth

Stradling Yocca Carlson & Rauth