Limited Power of Attorney - Securities Law Compliance
_________________



The undersigned, as an officer or director of Tesla Motors, Inc.
(the "Company"),hereby constitutes and appoints Deepak Ahuja, Todd Maron,
and Jonathan Chang the undersigned s true and lawful attorney in fact and agent
to complete and execute such Forms 144, Forms 3, 4 and 5 and other forms as
such attorney shall in his discretion determine to be required or advisable
pursuant to Rule 144 promulgated under the Securities Act of 1933 (as amended),
Section 16 of the Securities Exchange Act of 1934 (as amended) and the rules
and regulations promulgated thereunder, or any successor laws and regulations,
as a consequence of the undersigned s ownership, acquisition or disposition
of securities of the Company, and to do all acts necessary in order to file
such forms with the Securities and Exchange Commission, any securities exchange
or national association, the Company and such other person or agency as the
attorney shall deem appropriate.  The undersigned hereby ratifies and confirms
all that said attorneys in fact and agents shall do or cause to be done by
virtue hereof.

This Limited Power of Attorney shall remain in full force and effect until
the undersigned is no longer required to file Forms 3, 4 and 5 with respect to
the undersigned s holdings of and transactions in securities issued by the
Company unless earlier revoked by the undersigned in a writing delivered
to the foregoing attorneys in fact.

This Limited Power of Attorney is executed at Palo Alto, California, as of the
date set forth below.

DATED:  6/9/2015


/s/ Kimbal Musk
_______________________
By: Kimbal Musk