Cree,
Inc.
4600
Silicon Drive
Durham,
North Carolina 27703
Re: Cree,
Inc. Registration Statement on Form S-8
Ladies
and
Gentlemen:
We
have
acted as counsel for Cree, Inc., a North Carolina corporation (the “Company”),
in connection with the registration on Form S-8 (the “Registration Statement”)
under the Securities Act of 1933, as amended (the “Act”), of 3,537,989 shares of
common stock of the Company (the “Shares”), with a par value of $0.00125 per
share, for issuance under the Company’s Long-Term Incentive Compensation Plan,
as amended (the “Plan”).
This
opinion is being furnished in accordance with the requirements of Item 8
of Form
S-8 and Item 601(b)(5)(i) of Regulation S-K.
We
have
examined the Restated Articles of Incorporation of the Company (the “Articles”);
the Bylaws of the Company, as amended (the “Bylaws”); the resolutions of the
Board of Directors of the Company relating to the approval of the Plan and
the
authorization and the issuance of the Shares; the 2007 Proxy Statement regarding
the proposal of the amendment of the Plan for shareholder approval; the minutes
of the 2007 annual shareholders’ meeting approving the amendments to the Plan;
and such other corporate documents, records, and matters of law as we have
deemed necessary for purposes of this opinion. In our examination, we
have assumed the genuineness of all signatures, the authenticity of all
documents as originals, the conforming to originals of all documents submitted
to us as certified copies or photocopies, and the authenticity of originals
of
such latter documents. We have also received a certificate of an
officer of the Company, dated of even date herewith, relating to the issuance
of
the Shares pursuant to the Plan.
Based
upon the foregoing, it is our opinion that the Shares that are being registered
pursuant to the Registration Statement have been duly authorized, and when
so
issued and duly delivered against payment therefor in accordance with the
Plan
as described in the Registration Statement and upon either (a) the
countersigning of the certificates representing the Shares by a duly authorized
signatory of the registrar for the Company’s common stock, or (b) the book
entry of the Shares by the transfer agent for the Company’s common stock in the
name of The Depository Trust Company or its nominee, such
shares will be validly issued, fully paid, and
non-assessable.
This
opinion is limited to the laws of the State of North Carolina, and we express
no
opinion as to the laws of any other jurisdiction. The opinion
expressed herein does not extend to compliance with federal and state securities
laws relating to the sale of the Shares.
We
hereby
consent to the filing of this opinion as an exhibit to the Registration
Statement. Such consent shall not be deemed to be an admission that
our firm is within the category of persons whose consent is required under
Section 7 of the Act or the regulations promulgated pursuant to the
Act.
Our
opinion is as of the date hereof, and we do not undertake to advise you
of
matters that might come to our attention subsequent to the date hereof
which may
affect our legal opinion expressed herein.
Sincerely
yours,
/s/
Smith, Anderson, Blount, Dorsett, Mitchell
& Jernigan, L.L.P.
SMITH,
ANDERSON, BLOUNT, DORSETT,
MITCHELL
& JERNIGAN, L.L.P.