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

Exhibit 5.1



300 North LaSalle Street

Chicago, Illinois 60654



(312) 862-2000       



(312) 862-2200

September 18, 2013

SunEdison, Inc.

501 Pearl Drive (City of O’Fallon)

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 Company’s 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.