300 North LaSalle Street
Chicago, Illinois 60654
September 18, 2013
501 Pearl Drive (City of OFallon)
St. Peters, Missouri 63376
Ladies and Gentlemen:
We have acted as special counsel to SunEdison, Inc., a Delaware corporation (the Company), in connection with the
registration under the Securities Act of 1933, as amended (the Securities Act), of the offer and sale of up to an aggregate of 34,500,000 shares of the Companys common stock, par value $.01 per share (the
Shares). The Shares are being offered and sold by the Company under a registration statement on Form S-3 under the Securities Act, originally filed with the Securities and Exchange Commission (the Commission) on
September 9, 2013 (Registration No. 333-191053) (such Registration Statement, as amended and supplemented, the Registration Statement), including a base prospectus dated
September 9, 2013 (the Base Prospectus) and a prospectus supplement dated September 12, 2013 (together with the Base Prospectus, the Prospectus).
In connection therewith, we have examined originals, or copies certified or otherwise identified to our
satisfaction, of such documents,
corporate records and other instruments as we have deemed necessary for the purposes of this opinion, including (i) minutes and records of the corporate proceedings of the Company; (ii) the organizational documents of the Company;
(iii) the underwriting agreement, dated September 12, 2013, among the Company and the underwriters listed in Schedule I thereto (the Underwriting Agreement) and the related agreements, certificates and other instruments
executed or delivered thereunder or in connection therewith; and (iv) the Registration Statement and the exhibits thereto and the Prospectus.
For purposes of this opinion, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals
of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the legal capacity of all natural persons, the genuineness of the signatures of persons signing all
documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto other than the Company and the due authorization, execution and delivery of all documents by the parties thereto
other than the Company. We relied upon statements and representations of officers and other representatives of the Company and others as to factual matters.