Exhibit (l)(1)
October 7, 2020
Flat Rock Core Income Fund
1350 6th Avenue, 18th Floor
New York, NY 10019
Ladies and Gentlemen:
Re: Flat Rock Core Income Fund
We have acted as special Delaware counsel for Flat Rock Core Income Fund, a Delaware statutory trust (the “Trust”), in connection with the matters contemplated herein. At your request, this opinion is being furnished to you.
We have examined and relied upon such records, documents, certificates and other instruments as in our judgment are necessary or appropriate to enable us to render the opinions expressed below, including the following documents:
| | (a) | The Certificate of Trust of the Trust, which was filed with the Secretary of State of the State of Delaware (the “Secretary of State”) on June 11, 2020, as amended by the Certificate of Amendment to Certificate of Trust, which was filed with the Secretary of State on August 18, 2020 (the “Certificate of Trust”); |
| | (b) | The Agreement and Declaration of Trust of the Trust, dated as of June 11, 2020, as amended and restated by the Amended and Restated Agreement and Declaration of Trust, dated as of October 1, 2020 made by the trustees named therein (as amended and restated the “Trust Instrument”); |
| | (c) | The Bylaws of the Trust adopted September 11, 2020 (the “By-laws”); |
| | (d) | The Trust’s Registration Statement on Form N-14 (the “Registration Statement”) to be filed with the Securities and Exchange Commission on or about the date hereof; |
| | (e) | Copies of certain resolutions (the “Resolutions”) adopted by the Trustees with respect to the approval of the Agreement (as defined below), which Resolutions were attached to a certificate of an Officer of the Trust, dated as of the date hereof; |
To Flat Rock Core Income Fund
October 7, 2020
Page 2
| | (f) | A Form of an Agreement and Plan of Reorganization to be entered into between the Trust and Flat Rock Capital Corp. (the “Agreement”); and |
| | (g) | A Certificate of Good Standing for the Trust, dated October 6, 2020, obtained from the Secretary of State. |
Initially capitalized terms used herein and not otherwise defined are used as defined in the Trust Instrument.
With respect to all documents examined by us, we have assumed (i) the authenticity of all documents submitted to us as authentic originals, (ii) the conformity with the originals of all documents submitted to us as copies or forms, and (iii) the genuineness of all signatures.
For purposes of this opinion, we have assumed (i) that the Trust Instrument will constitute the entire agreement among the parties thereto with respect to the subject matter thereof, including with respect to the creation, operation and termination of the Trust, and that the Agreement, the Trust Instrument, the By-laws and the Certificate of Trust will be in full force and effect and will not be amended, (ii) except to the extent provided in paragraph 1 below, the due organization or due formation, as the case may be, and valid existence in good standing of each party to the documents examined by us under the laws of the jurisdiction governing its organization or formation, (iii) the legal capacity of natural persons who are parties to the documents examined by us, (iv) that each of the parties (other than the Trust) to the documents examined by us has the power and authority to execute and deliver, and to perform its obligations under, such documents, (v) the due authorization, execution and delivery by all parties thereto of all documents examined by us, (vi) the payment by each Person to whom a Share is to be issued by the Trust (collectively, the “Shareholders”) for such Share, in accordance with the Trust Instrument, the Resolutions and the Agreement and as contemplated by the Registration Statement, (vii) that the Shares will be issued and sold to the Shareholders in accordance with the Trust Instrument, the Resolutions and the Agreement and as contemplated by the applicable Registration Statement, (viii) all conditions precedent set forth in the Agreement shall have been satisfied at the time of the issuance of the Shares, and (ix) that any amendment or restatement of any document reviewed by us has been accomplished in accordance with, and was permitted by, the relevant provisions of said document prior to its amendment or restatement from time to time. We have not participated in the preparation of the Registration Statement and assume no responsibility for its contents. We note that Shareholders may be required to make certain payments provided for in the Trust Instrument.
To Flat Rock Core Income Fund
October 7, 2020
Page 3
This opinion is limited to the laws of the State of Delaware (excluding the securities laws of the State of Delaware), and we have not considered and express no opinion on the laws of any other jurisdiction, including federal laws and rules and regulations relating thereto. Our opinions are rendered only with respect to Delaware laws and rules, regulations and orders thereunder which are currently in effect.
Based upon the foregoing, and upon our examination of such questions of law and statutes of the State of Delaware as we have considered necessary or appropriate, and subject to the assumptions, qualifications, limitations and exceptions set forth herein, we are of the opinion that:
1. The Trust is validly existing in good standing as a statutory trust under the Delaware Statutory Trust Act, 12 Del. C. § 3801, et. seq.
2. The Shares of the Trust have been duly authorized and are validly issued, fully paid and nonassessable beneficial interests in the Trust.
We consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statements. In giving the foregoing consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder.
| | Very truly yours, |
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JWP/MMK
