Exhibit 5.2
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June 6, 2024
FS KKR Capital Corp.
201 Rouse Boulevard
Philadelphia, PA 19112-1902
Re: | Registration Statement on Form N-2 (File No. 333-260000) |
Ladies and Gentlemen:
We have acted as special Maryland counsel to FS KKR Capital Corp., a Maryland corporation (the “Company”) and a business development company under the Investment Company Act of 1940, as amended, in connection with the issuance and sale of $600,000,000 aggregate principal amount of the Company’s 6.875% Notes due 2029 (the “Notes”), as covered by the Company’s Registration Statement on Form N-2 (File No. 333-260000) (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”).
We have examined (i) the Registration Statement, except that we have not examined the documents incorporated by reference therein or otherwise deemed to be part thereof or included therein, (ii) the Underwriting Agreement, dated May 30, 2024 (the “Underwriting Agreement”), among the Company, FS/KKR Advisor, LLC, a Delaware limited liability company, BofA Securities, Inc., BMO Capital Markets Corp., J.P. Morgan Securities LLC, KKR Capital Markets LLC, SMBC Nikko Securities America, Inc. and Truist Securities, Inc. as representatives of the underwriters named therein, pursuant to which the Notes are being issued and sold, (iii) the Indenture, dated as of July 14, 2014, between the Company and U.S. Bank National Association, as Trustee (the “Trustee”), together with the Thirteenth Supplemental Indenture thereto, dated as of June 6, 2024, between the Company and the Trustee (collectively, the “Indenture”); (iv) the charter and the bylaws of the Company, (v) certain records of proceedings of the board of directors of the Company with respect to the issuance and sale of the Notes and the transactions contemplated by the Underwriting Agreement, and (vi) such other corporate records, certificates and documents as we deemed necessary for the purpose of this opinion letter. In giving the opinions set forth herein, we have made the following assumptions: (a) all documents submitted to us as originals are authentic, (b) all documents submitted to us as copies conform to the original documents, (c) all signatures on all documents submitted to us for examination are genuine (whether manual, electronic or otherwise) and, to the extent that a signature on a document is manifested by electronic or similar means, such signature has been executed or adopted by a signatory with an intent to authenticate and sign the document, (d) all natural persons who executed any of the documents that were reviewed by us had legal capacity at the time of such execution and (e) all public records reviewed by us or on our behalf are accurate and complete. We have relied as to certain factual matters on information obtained from public officials and from officers of the Company.
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