Exhibit 5.1
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| | | | CLIFFORD CHANCE US LLP TWO MANHATTAN WEST 375 9TH AVENUE NEW YORK, NY 10001 TEL +1 212 878 8000 FAX +1 212 878 8375 www.cliffordchance.com |
July 23, 2024
HA Sustainable Infrastructure Capital, Inc.
One Park Place
Suite 200
Annapolis, Maryland 21401
Re: Registration Statement on Form S-3 of HA Sustainable Infrastructure Capital, Inc.
We have acted as counsel to HA Sustainable Infrastructure Capital, Inc. (the “Company”), Hannon Armstrong Sustainable Infrastructure, L.P., a Delaware limited partnership (the “OP”), Hannon Armstrong Capital, LLC, a Maryland limited company (“HAC”), HAC Holdings I LLC, a Delaware limited liability company (“HHI”), HAC Holdings II LLC, a Delaware limited liability company (“HHII”), HAT Holdings I LLC, a Maryland limited liability company (“HATI”), and HAT II LLC, a Maryland limited liability company (“HATII” and each of the Company, the OP, HAC, HHI, HHII, HATI and HATII, an “Issuer” and collectively, the “Issuers”) in connection with the filing by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”) of Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (File No. 333-263169) (the “Registration Statement”) relating to possible offerings from time to time: (1) by the Company of its common stock, par value $0.01 per share (“Common Stock”); (2) by the Company of its preferred stock, par value $0.01 per share (“Preferred Stock”); (3) by the Company of its depositary shares (“Depositary Shares”) representing an entitlement to all rights and preferences of fractions of shares of Preferred Stock of a specified class or series and represented by depositary receipts (“Depositary Receipts”); (4) debt securities (“Debt Securities”) of the Issuers, which may be fully and unconditionally guaranteed by one or more of the Issuers (each, a “Guarantor”); (5) guarantees (each, a “Guarantee”) of the Debt Securities by the Guarantor(s), as applicable; (6) by the Company of warrants entitling the holders to purchase Common Stock, Preferred Stock, Depositary Shares or Debt Securities (“Warrants”); and (7) by the Company of rights entitling the holders to purchase Common Stock (“Rights”).
In rendering the opinion expressed below, we have examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of such corporate, limited partnership, or limited liability company records, documents, certificates and other instruments as in our judgment are necessary or appropriate. In examining all such documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us purporting to be originals, and the conformity to the respective originals of all documents submitted to us as certified, telecopied, photostatic or reproduced copies or in portable document format.
Based on the foregoing, and such other examination of law and fact as we have deemed necessary, we are of the opinion that:
| 1. | When the board of directors of the Company (the “Board”) authorizes the issuance of authorized but unissued Common Stock and in accordance with that authorization (a) each share of such Common Stock is sold for at least its par value as contemplated in the Registration Statement or (b) such Common Stock is issued on exercise of a right to convert Preferred Stock, Depositary Shares or Debt Securities, on the exercise of Warrants or on the exercise of Rights, which are sold for at least the par value of such Common Stock (including any amount paid at the time of conversion or exercise) as contemplated in the Registration Statement, the Common Stock will be validly issued, fully paid and nonassessable. |
| 2. | When the Board authorizes the creation and sale of one or more series of Preferred Stock in accordance with the provisions of the Certificate of Incorporation (the “Charter”) relating to the issuance of Preferred Stock and in accordance with that authorization (a) each share of such Preferred Stock is sold for at least its par value as contemplated in the Registration Statement or (b) such Preferred Stock is issued on the conversion of another series of Preferred Stock or is issued on the exercise of Warrants, which are sold for at least the par value of such Preferred Stock (including any amount paid at the time |