Exhibit 5.1
| 2001 ROSS AVENUE | AUSTIN | LONDON |
| DALLAS, TEXAS | BEIJING | MOSCOW |
75201-2980 | BRUSSELS | NEW YORK |
| DALLAS | PALO ALTO |
| TEL +1 214.953.6500 | DUBAI | RIYADH |
| FAX +1 214.953.6503 | HONG KONG | SAN FRANCISCO |
| BakerBotts.com | HOUSTON | WASHINGTON |
| | | |
September 27, 2018
Clearway Energy, Inc.
300 Carnegie Center, Suite 300
Princeton, New Jersey 08540
Ladies and Gentlemen:
We have acted as counsel to Clearway Energy, Inc., a Delaware corporation (the “Company”), in connection with the proposed issuance and sale in an underwritten public offering (the “Offering”) of an aggregate of 3,916,449 shares (the “Shares”) of its Class C common stock, par value $.01 per share, pursuant to that certain Underwriting Agreement dated September 24, 2018 (the “Underwriting Agreement”) by and among the Company, Clearway Energy LLC and UBS Securities LLC, as the underwriter.
We refer to the registration statement on Form S-3 (Registration Statement No. 333-224684) with respect to the Shares being sold by the Company in the Offering (the “Registration Statement”), which Registration Statement became effective upon filing by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), on May 4, 2018. The final prospectus supplement dated September 24, 2018 (the “Prospectus Supplement”), which together with the accompanying prospectus dated May 4, 2018 filed with the Registration Statement, has been filed pursuant to Rule 424(b) promulgated under the Securities Act.
As the basis for the opinion hereinafter expressed, we examined the Restated Certificate of Incorporation of the Company, dated as of May 2, 2016, as amended to date, the Fourth Amended and Restated Bylaws of the Company, effective as of August 31, 2018, the Underwriting Agreement, the Delaware General Corporation Law, corporate records and documents related to the Company, certificates of the Company and public officials, and other instruments and documents as we deemed necessary or advisable for the purposes of this opinion. In making our examination, we have assumed that all signatures on documents examined by us are genuine, that all documents submitted to us as originals are authentic and that all documents submitted to us as copies conform with the original copies of such documents.
Based on the foregoing and on such legal considerations as we deem relevant, we are of the opinion that the Shares, when issued and delivered in the Offering on behalf of the Company against payment therefor as described in the Underwriting Agreement, will be duly authorized, validly issued, fully paid and non-assessable.
This opinion is limited in all respects to the federal laws of the United States of America and the laws of the state of Delaware, each as in effect on the date hereof.
