Exhibit 5.1
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| June 12, 2018 | ||||
Enel Chile S.A.
Santa Rosa 76, 15th floor,
Santiago, Chile
Ladies and Gentlemen:
We have acted as special Chilean counsel to Enel Chile S.A. (the “Company”), a publicly-held corporation (sociedad anónima abierta) organized under the laws of the Republic of Chile (“Chile”), in connection with the issuance and sale of US$1,000,000,000 aggregate principal amount of the Company’s 4.875% Notes due 2028 (the “Securities”) in an underwritten public offering pursuant to an Underwriting Agreement dated as of June 7, 2018 among the Company and the underwriters named therein (the “Underwriting Agreement”) and the Company’s Registration Statement on FormF-3ASR (Registration StatementNo. 333-223044) (the “Registration Statement”) filed with the U.S. Securities and Exchange Commission under the U.S. Securities Act of 1933, as amended (the “Act”). The Securities are being issued pursuant to the terms of the indenture dated as of June 12, 2018 among the Company and The Bank of New York Mellon, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture dated as of June 12, 2018, between the Company and the Trustee (as so supplemented, the “Indenture”).
For purposes of this opinion, we have examined (i) the bylaws (estatutos) of the Company, (ii) the Registration Statement, and (iii) such corporate records, agreements, certificates and other documents as we have deemed necessary for the purposes of the opinions expressed below.
In such examination we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as copies.
As to any facts relevant to our opinion, we have relied on certificates and representations of officers or other representatives of the Company.
We are qualified to practice law in the Republic of Chile and do not purport to be expert on, or to express any opinion herein concerning, any law other than the laws of Chile as in effect in the date hereof.
Based upon and subject to the foregoing, we are of the opinion that in connection with the issuance, offer and sale of the Securities, the Company has the corporate authority under the laws of Chile to, and has taken all necessary corporate action to, execute and deliver the Indenture and the Securities.
Carey y Cĺa. Ltda.
Isidora Goyenechea 2800, Piso 43
Las Condes / Santiago / Chile
Tel : +56 2 2928 2200 / Fax : +56 2 2928 2228
www.carey.cl
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We hereby consent to the filing with the U.S. Securities and Exchange Commission of this opinion as an exhibit to the Company’s Report on Form6-K incorporated by reference into the Registration Statement, and to the references made to our firm under the caption “Legal Matters” in the prospectus supplement dated June 7, 2018 with respect to the Securities. In giving such consent, we do not thereby admit that we are experts with respect to any part of the Registration Statement, including this exhibit, within the meaning of the term “expert” as used in the Act, or the rules and regulations of the U.S. Securities and Exchange Commission issued thereunder.
| Very truly yours, |
| /s/ Carey y Cía. Ltda |
Carey y Cĺa. Ltda.
Isidora Goyenechea 2800, Piso 43
Las Condes / Santiago / Chile
Tel : +56 2 2928 2200 / Fax : +56 2 2928 2228
www.carey.cl