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 322,152
shares of the Company’s Common Stock, par value of $0.00125 per share (the
“Shares”) issuable upon exercise of options granted pursuant to the LED Lighting
Fixtures, Inc. 2006 Stock Plan (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 Bylaws of
the Company, as amended; the resolutions of the Board of Directors of the
Company relating to the assumption of the options granted pursuant to the Plan
and the authorization and the issuance of the Shares; 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 terms
of the Plan 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.