Exhibit 5.1
July 1, 2022
II-VI Incorporated
375 Saxonburg Boulevard
Saxonburg, Pennsylvania 16056
Ladies and Gentlemen:
We have acted as special counsel to II-VI Incorporated, a Pennsylvania corporation (the “Company”), in connection with the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by the Company with the Securities and Exchange Commission on the date hereof, for the registration under the Securities Act of 1933, as amended (the “Securities Act”), relating to the offering and sale of an aggregate of 12,958,877 shares (the “Shares”) of the Company’s common stock, no par value (“II-VI Common Stock”).
On July 1, 2022, in accordance with the terms and conditions of the Agreement and Plan of Merger, dated as of March 25, 2021 (the “Merger Agreement”), by and among the Company, Watson Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”), and Coherent, Inc., a Delaware corporation (“Coherent”), Merger Sub merged with and into Coherent, and Coherent continued as the surviving corporation and a wholly owned subsidiary of the Company (the “Merger”). Pursuant to the terms of the Merger Agreement, as of the effective time of the Merger (the “Effective Time”), the Company assumed 403,675 restricted stock units (each an “Assumed Coherent RSU”) granted pursuant to the Coherent, Inc. 2011 Equity Incentive Plan or the Coherent, Inc. Equity Incentive Plan (collectively, the “Coherent Equity Incentive Plans”). Each Assumed Coherent RSU is subject to substantially the same terms and conditions as applied to the Assumed Coherent RSU immediately prior to the Effective Time, except that the number of shares of II-VI Common Stock subject to each Assumed Coherent RSU has been adjusted in accordance with the terms of the Merger Agreement and any Assumed Coherent RSUs that were subject to performance-based vesting conditions are subject solely to time- and service-based vesting. An aggregate of 1,999,523 shares of II-VI Common Stock is issuable in connection with the Assumed Coherent RSUs. Other than the Assumed Coherent RSUs, the Company did not assume any other awards outstanding under the Coherent Equity Incentive Plans as of the Effective Time. However, as of the Effective Time, the Company did assume the unused capacity under the Coherent Equity Incentive Plans. In addition to the Assumed Coherent RSUs, this Registration Statement covers 10,959,354 shares of II-VI Common Stock issuable in accordance with the terms of the Coherent Equity Incentive Plans.
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