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Exhibit 5.1
FORM OF OPINION
[LETTERHEAD OF WOMBLE CARLYLE SANDRIDGE & RICE, PLLC]
January__, 2001
Charles & Colvard, Ltd.
3800 Gateway Boulevard, Suite 310
Morrisville, N.C. 27560
Re: Registration Statement on Form S-3 under the Securities Act of 1933, as
amended
Ladies and Gentlemen:
We have acted as counsel to Charles & Colvard, Ltd., a North Carolina
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended (the "Act"), of its shares (the "Shares") of
the Company's common stock, no par value per share (the "Common Stock"), upon
exercise of rights, ("Rights") to be offered by the Company (the "Rights
Offering") pursuant to a Registration Statement on Form S-3 (the "Registration
Statement").
As such counsel, we have reviewed the corporate proceedings taken by the Company
with respect to the authorization of the issuance of the Rights and the Shares.
We have also examined and relied upon originals or copies of such corporate
records, documents, agreements or other instruments of the Company as we have
deemed necessary to review. As to all matters of fact (including factual
conclusions and characterizations and descriptions of purpose, intention or
other state of mind), we have entirely relied upon certificates of officers of
the Company, and have assumed, without independent inquiry, the accuracy of
those certificates.
We have assumed the genuineness of all signatures, the conformity to the
originals of all documents reviewed by us as copies, the authenticity and
completeness of all original documents reviewed by us in original or copy form
and the legal competence of each individual executing a document. We have also
assumed that the registration requirements of the Act and all applicable
requirements of state laws regulating the sale of securities will have been duly
satisfied.
We further assume that (a) all Rights will be granted in accordance with the
terms of the Rights Offering as described in the Registration Statement, (b) all
Shares issued upon exercise of the Rights will be issued in accordance with the
terms of the Rights Offering as described in the Registration Statement, and (c)
the purchase price of all Shares will be greater than or equal to the par value
per share of the Shares.
This opinion is limited solely to the North Carolina Business Corporation Law as
applied by courts located in the State of North Carolina.
Subject to the foregoing, it is our opinion that the Shares, when issued and
delivered upon the exercise of the Rights in accordance with the terms of the
Rights Offering as described in the Registration Statement, will be duly
authorized, validly issued and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the heading
"Legal Matters" in the Prospectus included in the Registration Statement. In
giving such consent, we do not thereby admit that we are in the category of
persons whose consent is required under Section 7 of the Act.
Very truly yours,
Womble Carlyle Sandridge & Rice PLLC
