American Superconductor (AMSC) 8-K Other Events

Exhibit 5.1

		200 Clarendon Street
		Boston, Massachusetts 02116
		Tel: +1.617.948.6000 Fax: +1.617.948.6001
		www.lw.com
		FIRM / AFFILIATE OFFICES
		Austin	Milan
		Beijing	Munich
		Boston	New York
		Brussels	Orange County
		Century City	Paris
		Chicago	Riyadh
January 31, 2024		Dubai	San Diego
		Düsseldorf	San Francisco
		Frankfurt	Seoul
		Hamburg	Silicon Valley
		Hong Kong	Singapore
		Houston	Tel Aviv
American Superconductor Corporation		London	Tokyo
114 East Main Street		Los Angeles	Washington, D.C.
Ayer, Massachusetts 01432		Madrid

Re: Registration Statement on Form S-3 (File No. 333-253611); Up to 6,210,000 shares of Common Stock, par value $0.01 per share

To the addressee set forth above:

We have acted as special counsel to American Superconductor Corporation, a Delaware corporation (the “Company”), in connection with the proposed issuance of up to 6,210,000 shares (the “Shares”) of common stock, $0.01 par value per share (“Common Stock”), including up to 810,000 shares of Common Stock issuable upon exercise of the underwriters’ option to purchase additional shares. The Common Stock is included in a registration statement on Form S-3 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on February 26, 2021 (Registration No. 333-253611) (as amended, the “Registration Statement”), a base prospectus dated June 21, 2021 (the “Base Prospectus”) and a prospectus supplement dated January 30, 2024 filed with the Commission pursuant to Rule 424(b) under the Act (together with the Base Prospectus, the “Prospectus”). The Shares are being sold pursuant to an underwriting agreement dated January 30, 2024 between Oppenheimer & Co. Inc., as representative of the several underwriters listed on Schedule A thereto, and the Company (the “Underwriting Agreement”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the Prospectus, other than as expressly stated herein with respect to the issue of the Shares.

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the Delaware General Corporation Law (“DGCL”), and we express no opinion with respect to any other laws.

January 31, 2024

Page 2

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers, and have been issued by the Company against payment therefor (not less than par value) in the circumstances contemplated by the Underwriting Agreement, the issue and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the DGCL.

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Company’s Form 8-K dated as of the date hereof, and to the reference to our firm in the Prospectus under the heading “Legal Matters.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Sincerely,

/s/ LATHAM & WATKINS LLP