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.
