Exhibit 5.1
[Letterhead of Sullivan & Cromwell LLP]
October 18, 2024
Carlyle Secured Lending, Inc.
One Vanderbilt Avenue, Suite 3400
New York, NY 10017.
Ladies and Gentlemen:
In connection with the registration under the Securities Act of 1933 (the “Act”) of $300,000,000 aggregate principal amount of 6.750% Notes due 2030 (the “Securities”) of Carlyle Secured Lending, Inc., a Maryland corporation (the “Company”), issued pursuant to the Indenture, dated as of November 20, 2023, as supplemented by the First Supplemental Indenture, dated as of November 20, 2023, and the Second Supplemental Indenture, dated as of October 18, 2024 (the “Indenture”), each between the Company and U.S. Bank Trust Company, National Association (as successor trustee to The Bank of New York Mellon Trust Company, N.A.), as trustee (the “Trustee”), we, as your counsel, have examined such corporate records, certificates and other documents, and such questions of law, as we have considered necessary or appropriate for the purposes of this opinion.
Upon the basis of such examination, we advise you that, in our opinion, the Securities constitute valid and legally binding obligations of the Company, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.
In rendering the foregoing opinion, we are expressing no opinion as to Federal or state laws relating to fraudulent transfers and we are not passing upon, and assume no responsibility for, any disclosure in any registration statement or any related prospectus or other offering material relating to the offer and sale of the Securities.
The foregoing opinion is limited to the Federal laws of the United States and the laws of the State of New York, and we are expressing no opinion as to the effect of the laws of any other jurisdiction. With respect to all matters of Maryland law, we note that you received an opinion, dated October 18, 2024, of Venable LLP.
