EX-5.1 2 0002.txt OPINION OF COUNSEL EXHIBIT 5.1 Opinion of Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P. Lawyers P. O. Box 2611 Raleigh, North Carolina 27601 Phone: 919-821-1220 Fax: 919-821-6800 August 10, 2000 Cree, Inc. 4600 Silicon Drive Durham, North Carolina 27703 Ladies and Gentlemen: As counsel for Cree, Inc., a North Carolina Corporation (the "Company"), we furnish the following opinion in connection with the proposed issuance by the Company of up 136,543 shares of its common stock, $0.01 par value (the "Common Stock"), pursuant to the Nitres, Inc. 1999 Stock Option/Issuance Plan (the "Plan"). These securities are the subject of a Registration Statement to be filed by the Company with the Securities and Exchange Commission on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended (the "1933 Act"), to which this opinion is to be attached as an exhibit. This opinion is furnished pursuant to the requirement of Item 601(b)(5) of Regulation S-K under the 1933 Act. We have examined the Articles of Incorporation and the Bylaws of the Company, the minutes of meetings of its Board of Directors, and such other corporate records of the Company and other documents and have made such examinations of law as we have deemed relevant for purposes of this opinion. We also have received a certificate of an officer of the Company, dated of even date herewith, relating to the issuance of the Common Stock pursuant to the Plan. Based on such examination and such certificate, it is our opinion that the 136,543 shares of Common Stock of the Company that are being registered pursuant to the Registration Statement have been duly authorized, and when duly issued and delivered against payment of the consideration therefor expressed in the applicable resolutions of the Board of Directors or a committee thereof, pursuant to the Plan as described in the Registration Statement, such shares will be validly issued, fully paid, and nonassessable. The opinion set forth herein is limited to matters governed by the laws of the State of North Carolina, and no opinion is expressed herein as to the laws of any other jurisdiction. The opinion set forth herein does not extend to compliance with state and federal securities laws relating to the sale of these securities. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement that the Company is about to file with the Securities and Exchange Commission. Such consent shall not be deemed to be an admission that this firm is within the category of persons whose consent is required under Section 7 of the 1933 Act or the regulations promulgated pursuant to the 1933 Act. Very truly yours, SMITH, ANDERSON, BLOUNT, DORSETT, MITCHELL & JERNIGAN, L.L.P.