Exhibit 5.1
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| | SIDLEY AUSTIN LLP 1000 LOUISIANA STREET SUITE 6000 HOUSTON, TX 77002 +1 713 495 4500 +1 713 495 7799 FAX AMERICA • ASIA PACIFIC • EUROPE | | |
August 17, 2018
Cheniere Energy, Inc.
700 Milam Street
Suite 1900
Houston, Texas 77002
Re: Registration Statement on FormS-4
Ladies and Gentlemen:
We refer to the Registration Statement on FormS-4 (the “Registration Statement”) being filed by Cheniere Energy, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of shares (the “Registered Shares”) of the Company’s Common Stock, $0.003 par value per share (“Common Stock”). The Registered Shares are to be issued pursuant to the terms of the Agreement and Plan of Merger, dated as of June 18, 2018 (the “Merger Agreement”), by and among Cheniere Energy Partners LP Holdings, LLC, a Delaware limited liability company (“CQH”), the Company and Columbia Acquisition Sub LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Merger Sub”), which provides, among other things, that CQH will merge with and into Merger Sub, with Merger Sub as the surviving entity (the “Merger”). The Registered Shares consist of shares of Common Stock issuable at the effective time of the Merger pursuant to Section 2.1 of the Merger Agreement, relating to limited liability company interests of CQH outstanding at the effective time of the Merger. The Merger is subject to satisfaction or waiver of a number of conditions.
This opinion letter is being delivered in accordance with the requirements of Item 601(b)(5) of RegulationS-K under the Securities Act.
We have examined the Registration Statement, the Merger Agreement, the Company’s certificate of incorporation and the resolutions adopted by the board of directors of the Company relating to the Registration Statement, the Merger Agreement and the issuance of the Registered Shares by the Company. We have also examined originals, or copies of originals certified to our satisfaction, of such agreements, documents, certificates and statements of the Company and other corporate documents and instruments, and have examined such questions of law, as we have considered relevant and necessary as a basis for this opinion letter. We have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures, the legal capacity of all persons and the conformity with the original documents of any copies thereof submitted to us for examination. As to facts relevant to the opinions expressed herein, we have relied without independent investigation or verification upon, and assumed the accuracy and completeness of, certificates, letters and oral and written statements and representations of public officials and officers and other representatives of the Company.
Sidley Austin LLP is a limited liability partnership practicing in affiliation with other Sidley Austin partnerships.
