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
October 27, 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 300,000 shares of its common stock, $0.0025 par value (the "Common
Stock"), pursuant to the Cree, Inc. Fiscal 2001 Stock Option Bonus 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 Restated Articles of Incorporation and the Amended and
Restated 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 300,000 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,
/s/ SMITH, ANDERSON, BLOUNT, DORSETT,
MITCHELL & JERNIGAN, L.L.P.
