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SUNEDISON, INC. filed this Form 8-K on 09/18/2013
Entire Document


Deutsche Bank Securities Inc.

Goldman, Sachs & Co.

As Representatives of the

    Several Underwriters

September 18, 2013

Page 3


  11. the documents listed on Schedule I hereto (the “Specified Contracts”);


  12. the Notice of Effectiveness from the Commission dated September [9], 2013 with respect to the Registration Statement;


  13. a certificate of Martin H. Truong, Vice President, Corporate Secretary and General Counsel of the Company, dated the date hereof;


  14. [the notice dated September         , 2013, pursuant to which the Underwriters elected to exercise their option to purchase additional shares of Common Stock]; and


  15. such other documents, records and other instruments as we have deemed necessary or appropriate in order to deliver the opinions set forth herein.

Subject to the assumptions, qualifications, exclusions and other limitations which are identified in this letter, we advise you that:


1. Based solely on our review of the Company Good Standing Certificate, the Company validly exists as a corporation and is in good standing under the General Corporation Law of the State of Delaware.


2. Based solely on our review of the Company Missouri Certificate, the Company is [in good standing]1 in the State of Missouri.


3. The Company has corporate power and authority to own its properties and conduct its business as described in the Time of Sale Information and the Prospectus.


4. The [Firm Shares/Securities] have been duly authorized and, when delivered and paid for in accordance with the Underwriting Agreement, will be validly issued, fully paid, and nonassessable, and will not have been issued in violation of or subject to preemptive rights under the Company Certificate of Incorporation and the Company Bylaws.


5. The Underwriting Agreement has been duly authorized, executed and delivered by the Company.


6. The execution and delivery of the Underwriting Agreement by the Company, and the issuance and sale of the [Firm Shares/Securities] to you, do not and will not (i) conflict with or violate any of the terms or provisions of the Company Certificate of Incorporation and



[This opinion will track the language of the certificate.]