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 3,156,264 shares of
common stock of the Company (the “Shares”), with a par value of $0.00125 per
share, for issuance under the Company’s 2004 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 Bylaws of
the Company, as amended; the minutes 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 2008 Proxy Statement regarding the proposal of the amendment of
the Plan for shareholder approval; the minutes of the 2008 annual shareholders’
meeting approving the amendment 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 submitted to us 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 and in reliance thereon, it is our opinion that the Shares
that are being registered pursuant to the Registration Statement have been duly
authorized, and when issued and 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, such
shares will be validly issued, fully paid, and non-assessable.