e424b3
 

     
PROSPECTUS SUPPLEMENT NO. 5
  Filed Pursuant to Rule 424(b)(3)
(To Prospectus Dated April 25, 2007)
  Registration No. 333-142362
NEWPORT CORPORATION
$175,000,000
2.50% Convertible Subordinated Notes due 2012 and
Common Stock Issuable upon Conversion of the Notes
     This prospectus supplement supplements information contained in that certain prospectus dated April 25, 2007 of Newport Corporation (the “Company”), relating to the offer and sale from time to time of up to $175,000,000 of the Company’s 2.50% Convertible Subordinated Notes due 2012, or the notes, and 7,277,567 shares of the Company’s outstanding common stock that are issuable upon conversion of the notes, which are held by certain securityholders named in the prospectus under the section entitled “Selling Securityholders”. This prospectus supplement is not complete without, and may not be delivered or utilized except in connection with, the prospectus, including any amendments or supplements thereto.
     The following table amends and supplements the information set forth in the prospectus under the caption “Selling Securityholders” with respect to the selling securityholders named below and the respective notes and shares of common stock beneficially owned by such selling securityholders that may be offered pursuant to the prospectus:
                                     
                                    Shares of Common
                    Shares of Common   Conversion Shares   Stock Beneficially
    Principal Amount of           Stock Beneficially   of Common Stock   Owned After
Name of   Notes Beneficially   Percentage   Owned Prior to the   Offered   Completion of the
Selling Securityholder   Owned and Offered   of Notes Outstanding   Offering (1)(2)   (2)   Offering
 
DBAG London (3)
  $ 10,000,000       5.71 %     415,861       415,861     —

*   Less than 1%
 
(1)   Includes shares of common stock issuable upon conversion of the notes.
 
(2)   Assumes a conversion rate of 41.5861 shares per $1,000 principal amount of notes and a cash payment in lieu of any fractional interest.
 
(3)   This selling securityholder is an affiliate of a broker-dealer and purchased the notes in the ordinary course of business. At the time this selling securityholder purchased the notes, it had no agreements or understandings, directly or indirectly, with any person to distribute the notes or the shares of common stock issuable upon conversion of the notes.
 
The date of this prospectus supplement is November 30, 2007.