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June 28, 2010
CLEARBRIDGE ENERGY MLP FUND INC.
55 Water Street
New York, New York 10041
| Re: | Registration Statement on Form N-2 (Reg. Nos. 333-166021 and 811-22405) (the “Registration Statement”) |
Ladies and Gentlemen:
We have served as special Maryland counsel to ClearBridge Energy MLP Fund Inc., a Maryland corporation (the “Company”), in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), of the sale and issuance of an additional 12,500,000 shares (the “Shares”), for a total of 62,500,000 shares, of Common Stock, $0.001 par value per share, of the Company (“Common Stock”), covered by the Registration Statement filed by the Company with the Securities and Exchange Commission (the “Commission”). This opinion is being provided at your request in connection with the filing of the Registration Statement.
In connection with our representation of the Company, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (collectively, the “Documents”):
1 The Registration Statement and each related preliminary prospectus included therein in the form in which they were transmitted to the Commission under the Securities Act;
2. The charter of the Company, certified as of a recent date by the State Department of Assessments and Taxation of Maryland (the “SDAT”);
3. The By-Laws of the Company, certified as of the date hereof by the Assistant Secretary of the Company;
4. Resolutions (the “Resolutions”) adopted by the Board of Directors of the Company (the “Board of Directors”) relating to (a) the registration, sale and issuance of the Shares and (b) the creation and delegation of authority to a Pricing Committee of the Board of Directors (the “Pricing Committee”) in connection therewith, certified as of the date hereof by the Assistant Secretary of the Company;
CLEARBRIDGE ENERGY MLP FUND INC.
June 28, 2010
Page Two
5. A certificate of the SDAT as to the good standing of the Company, dated as of the date hereof; and
6. A certificate executed by William J. Renahan, Assistant Secretary of the Company, dated as of the date hereof.
In expressing the opinion set forth below, we have assumed the following:
1. Each individual executing any of the Documents, whether on behalf of such individual or another person, is legally competent to do so.
2. Each individual executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so.
3. Each of the parties (other than the Company) executing any of the Documents has duly and validly executed and delivered each of the Documents to which such party is a signatory, and such party’s (including the Company’s) obligations set forth therein are legal, valid and binding.
4. All Documents submitted to us as originals are authentic. All Documents submitted to us as certified or photostatic copies conform to the original documents. All signatures on all such Documents are genuine. All public records reviewed or relied upon by us or on our behalf are true and complete. All statements and information contained in the Documents are true and complete. There has been no oral or written modification or amendment to the Documents, or waiver of any provision of the Documents, by action or omission of the parties or otherwise.
Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that, as of the date hereof, the Shares are duly authorized and, upon issuance and delivery of the Shares as contemplated by the Resolutions and the Registration Statement, the Shares will be validly issued, fully paid and non-assessable.
CLEARBRIDGE ENERGY MLP FUND INC.
June 28, 2010
Page Three
We note that, pursuant to and as permitted by Section 2-411(b) of the MGCL, the Pricing Committee will be fixing, subsequent to the date hereof, the actual number, price and other terms and conditions of the Shares in accordance with the general authorization of the issuance of stock adopted by the Board of Directors.
The foregoing opinion is limited to the laws of the State of Maryland and we do not express any opinion herein concerning any other law. We express no opinion as to compliance with the securities (or “blue sky”) laws of the State of Maryland. The opinion expressed herein is subject to the effect of judicial decisions which may permit the introduction of parol evidence to modify the terms or the interpretation of agreements.
We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof. This opinion is limited to the matters set forth herein, and no other opinion should be inferred beyond the matters expressly stated.
This opinion is being furnished to you for submission to the Commission as an Exhibit to the Registration Statement.
We hereby consent to the filing of this opinion with the Commission as an Exhibit to Item 25 to the Registration Statement and to the use of the name of our firm therein. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act or the rules and regulations of the Commission thereunder. Simpson Thacher & Bartlett LLP, counsel to the Company, may rely on this opinion in giving its opinion to be delivered in connection with the Registration Statement and the transactions contemplated thereby.
Very truly yours,
/s/ DLA PIPER LLP (US)
DLA PIPER LLP (US)
