EX-5.1 2 ex51posconsentofsa110223.htm EX-5.1 Document

Exhibit 5.1
SMITH, ANDERSON, BLOUNT, DORSETT,
MITCHELL & JERNIGAN, L.L.P.

LAWYERS

OFFICES
Wells Fargo Capitol Center
150 Fayetteville Street, Suite 2300
Raleigh, North Carolina 27601



November 2, 2023

MAILING ADDRESS
P.O. Box 2611
Raleigh, North Carolina
27602-2611
TELEPHONE: (919) 821-1220
FACSIMILE: (919) 821-6800


Wolfspeed, Inc.
4600 Silicon Drive
Durham, North Carolina 27703

Re:Wolfspeed, Inc. Post-Effective Amendment No. 1 to Registration Statements on Form S-8

Ladies and Gentlemen:

We have acted as counsel for Wolfspeed, Inc., a North Carolina corporation (the “Company”), in connection with the Post-Effective Amendment No. 1 (the “Post-Effective Amendment”) to (i) the Registration Statement on Form S-8 (File No. 333-191973) filed with the Securities and Exchange Commission (the “Commission”) on October 29, 2013, (ii) the Registration Statement on Form S-8 (File No. 333-198381) filed with the Commission on August 27, 2014, (iii) the Registration Statement on Form S-8 (File No. 333-215828) filed with the Commission on January 31, 2017, and (iv) the Registration Statement on Form S-8 (File No. 333-221174) filed with the Commission on October 27, 2017, to be filed by the Company with the Commission on or about November 2, 2023 in connection with the registration under the Securities Act of 1933, as amended (the “Act”), of an aggregate number of shares of the Company’s common stock, par value $0.00125 per share (“Common Stock”), equal to the number of shares of Common Stock which, immediately prior to October 23, 2023, were authorized for issuance under the Company’s 2013 Long-Term Incentive Compensation Plan (the “Prior Plan”) and are not thereafter used for awards under the Prior Plan for issuance under the Company’s 2023 Long-Term Incentive Compensation Plan (the “Plan”). Shares described in the immediately preceding sentence include shares of Common Stock which were authorized for issuance under the Prior Plan and either (x) are not subject to outstanding awards under the Prior Plan as of October 29, 2023 or (y) are subject to outstanding awards under the Prior Plan as of October 29, 2023 and subsequently expire, are canceled or otherwise terminate unexercised or unused for any reason (collectively, the “Shares”).

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 Amended and Restated Articles of Incorporation of the Company, the Amended and Restated Bylaws of the Company, 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 Proxy Statement for the 2023 annual meeting of shareholders (the “2023 Annual Meeting”) regarding the proposal of the Plan for shareholder approval, the minutes of the 2023 Annual Meeting evidencing approval of the Plan, and such other documents and matters of law and fact


Wolfspeed, Inc.
November 2, 2023
Page 2
as we, in our professional judgment, have deemed appropriate to render the opinions contained herein. With respect to certain facts, we have considered it appropriate to rely upon certificates or other comparable documents of public officials and officers or other appropriate representatives of the Company, without investigation or analysis of any underlying data contained therein.

Based upon and subject to the foregoing and the further assumptions, limitations and qualifications hereinafter expressed, it is our opinion that the Shares have been duly authorized, and when issued and delivered against payment therefor in accordance with the Plan and the related award agreement and upon either (a) the countersigning of the certificates representing the Shares by a duly authorized signatory of the registrar for the Common Stock, or (b) the book entry of the Shares by the transfer agent for the Common Stock, will be validly issued, fully paid, and nonassessable.

We express no opinion concerning any matter respecting or affected by any laws other than laws that a lawyer in North Carolina exercising customary professional diligence would reasonably recognize as being directly applicable to the Company, the issuance of the Shares or both. The opinion expressed herein is limited to matters governed by the laws of the State of North Carolina, and no opinion is expressed 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 Post-Effective Amendment and to all references to us in the Post-Effective Amendment and any amendment thereto. 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 expressed herein is as of the date hereof, and we undertake no obligation to advise you of changes in applicable law or any other matters that may come to our attention after the date hereof that may affect our opinion expressed herein.


Sincerely yours,

/s/ Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P.

SMITH, ANDERSON, BLOUNT, DORSETT,
MITCHELL & JERNIGAN, L.L.P.