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S-3ASR
SUNEDISON, INC. filed this Form S-3ASR on 09/09/2013
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EX-5.1

Exhibit 5.1

 

LOGO

300 North LaSalle Street

Chicago, Illinois 60654

 

                        312 862-2000      Facsimile:   
     312 862-2200   

www.kirkland.com

September 9, 2013

SunEdison, Inc.

501 Pearl Drive (City of O’Fallon)

St. Peters, Missouri 63376

Ladies and Gentlemen:

We are acting as special counsel to SunEdison, Inc. a Delaware corporation (the “Company”), EnFlex Corporation, a Delaware corporation, SunEdison Holdings Corporation, a Delaware corporation, SunEdison International, Inc., a Delaware corporation, MEMC Pasadena, Inc., a Delaware corporation, Fotowatio Renewable Ventures, Inc., a Delaware corporation, NVT, LLC, a Delaware limited liability company, Sun Edison LLC, a Delaware limited liability company, SunEdison Canada, LLC, a Delaware limited liability company, SunEdison International, LLC, a Delaware limited liability company (collectively, the “Delaware Guarantors”), and Solaicx, a California corporation (the “California Guarantor” and, together with the Delaware Guarantors, the “Guarantors”), in connection with the preparation of the Registration Statement on Form S-3 (such Registration Statement, as amended or supplemented, is hereinafter referred to as the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) on September 9, 2013, under the Securities Act of 1933, as amended (the “Securities Act”), by the Company and the Guarantors as co-registrants. The Registration Statement relates to the issuance and sale from time to time, pursuant to Rule 415 of the General Rules and Regulations promulgated under the Securities Act (the “Rules”), of an indeterminate number or amount of: (i) debt securities of the Company (the “Debt Securities”); (ii) guarantees of the Debt Securities by some or all of the Guarantors (the “Guarantees”); (iii) shares of common stock, par value $.01 per share, of the Company (the “Common Stock”); (iv) shares of preferred stock, par value $.01 per share, of the Company (the “Preferred Stock”); (v) depositary shares representing fractional interests in Debt Securities and shares of Common Stock or Preferred Stock evidenced by depositary receipts of the Company (the “Depositary Shares”); (vi) warrants to purchase debt or equity securities of the Company (the “Warrants”); (vii) purchase contracts to purchase debt or equity securities of the Company (the “Purchase Contracts”); (viii) units consisting of one or more of the foregoing securities (the “Units”); and (ix) subscription rights to purchase Common Stock or other securities of the Company (the