<PAGE> 1
Exhibit 5.1
July 25, 2000
EMCORE Corporation
145 Belmont Drive
Somerset, NJ 08873
Re: EMCORE Corporation
Post Effective Amendment No. 2 to
Registration Statement on Form S-3
SEC File No. 333-87753
Ladies and Gentlemen:
I am Vice President and General Counsel of EMCORE Corporation, a New
Jersey corporation (the "Company"). In that capacity, I have participated in
the preparation of, and I am familiar with the contents of the above-referenced
registration statement (the "Registration Statement"), which is concurrently
being filed with the Securities and Exchange Commission under the Securities
Act of 1933, as amended (the "Act"). The Registration Statement relates to the
registration of an additional 73,960 shares of the Company's common stock (the
"Common Stock") to be sold by a Selling Shareholder as identified in the
Prospectus.
This opinion is being furnished in accordance with the requirements of
Item 16 of Form S-3 and Item 601(b)(5)(i) of Regulation S-K.
I am familiar with the corporate proceedings of the Company relating
to the authorization of issuance and sale of the Common Stock. I have examined
such certificates of public officials and certificates of officers of the
Company and Selling Shareholders, and the originals (or copies thereof,
certified to my satisfaction) of such corporate documents and records of the
Company, and such other documents, records and papers as I have deemed
relevant in order to give the opinions hereinafter set forth. In this
connection, I have assumed the genuineness of signatures, the authenticity of
all documents submitted to me as originals and the conformity to authentic
original documents of all documents submitted to me as certified, conformed,
facsimile or photostatic copies. In addition, I have relied, to the extent that
I deem such reliance proper, upon such certificates of public officials and
officers of the Company with respect to the accuracy of material factual
matters contained therein which were not independently established.
I do not express or purport to express any opinions with respect to
laws other than the Federal laws of the United States. As to all matters
governed by the laws of the State of New Jersey involved in my opinions set
forth below, I have relied, with your consent, upon an opinion of Dillon Bitar &
Luther dated today and addressed to me.
Based upon the foregoing, I am of the opinion that the Common Stock has
been duly and validly authorized, validly issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of my name under the caption "Legal
Matters" in the Prospectus forming a part of the Registration Statement.
Very truly yours,
/s/ Howard W. Brodie
Vice President and General Counsel
