EXHIBIT 5.1
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                          DILLON, BITAR & LUTHER L.L.C.
                                 53 MAPLE AVENUE
                              MORRISTOWN, NJ 07960

                                 August 10, 2004


EMCORE Corporation
145 Belmont Drive
Somerset, NJ  08873

         RE:      EMCORE CORPORATION
         REGISTRATION STATEMENT ON FORM S-8


Ladies and Gentlemen:

         You have requested our opinion in connection with the above-referenced
registration statement (the "Registration Statement"), which is concurrently
being filed by EMCORE Corporation, a New Jersey corporation (the "Company") with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended. The Registration Statement relates to the registration of the Company's
common stock in an aggregate amount of $250,000 (the "Shares") that may be
acquired by certain Directors of the Company pursuant to the terms and
provisions of the Company's Directors' Stock Award 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 are familiar with the corporate proceedings relating to the
authorization of the Shares and have reviewed the corporate proceedings taken
with respect to the approval of such amendment to the Plan. We have examined and
relied on originals, or copies certified to our satisfaction, of all such
corporate records of the Company and such other instruments and other
certificates of public officials, officers, and representatives of the Company
and such other persons, and we have made such investigations of law, as we have
deemed appropriate, as a basis for the opinion herein expressed.

         We do not express or purport to express any opinions with respect to
laws other than the Federal laws of the United States and the laws of the State
of New Jersey.

         Based upon the foregoing, it is our opinion that the Shares will, if
issued and delivered in accordance with the terms and provisions of the Plan, be
validly issued, fully paid, and non assessable.





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         We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement. By giving such consent we do not thereby admit that we
are an "expert" with respect to any part of such Registration Statement, as that
term is used in the Securities Act of 1933, as amended, or the rules or
regulations of the Commission issued thereunder.

                                       Very truly yours,




                                       /s/ DILLON, BITAR & LUTHER L.L.C.