Exhibit 5.1
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August 11, 2021
Brookfield Renewable Corporation
250 Vesey Street, 15th Floor
New York, New York 10281
Ladies and Gentlemen:
We have acted as legal counsel to Brookfield Renewable Corporation, a corporation organized under the laws of British Columbia (the “Company”), in connection with the registration by the Company of up to US$2,500,000,000 in class A subordinate voting shares of the Company (the “Exchangeable Shares”), as may from time to time be issued in primary offerings. In addition, certain selling securityholders to be identified in a prospectus supplement may offer and sell up to 44,813,835 class A subordinate voting shares of the Company (the “Issued Exchangeable Shares”) from time to time, in amounts, at prices and on terms that will be determined at the time these securities are offered. The terms of the sale and issue of the Exchangeable Shares and Issued Exchangeable Shares are detailed in the prospectus constituting part of the Registration Statement (as defined below).
We are providing this opinion in connection with the filing by the Company of:
| (a) | the Registration Statement on Form F-3 (as amended or supplemented, the “Registration Statement”), filed by the Company and Brookfield Renewable Partners L.P. on the date hereof with the U.S. Securities and Exchange Commission under the U.S. Securities Act of 1933, as amended (the “Act”), relating to, among other matters, the registration of the Exchangeable Shares and the Issued Exchangeable Shares under the Act; and |
| (b) | the prospectus contained in the Registration Statement, as amended (the “Prospectus”). |
For the purposes of this opinion, we have examined and relied upon, amongst other things, the following:
| 1. | the Company’s Notice of Articles and the Company’s Articles, each as amended to date; |
| 2. | resolutions of the Board of Directors of the Company passed on May 3, 2021 that relate, among other things, to the Registration Statement and the Prospectus; |
| 3. | the Registration Statement; |
| 5. | such other corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers and representatives of the Company as we have deemed relevant and necessary as a basis for the opinions hereafter set forth. |
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