Attached files

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S-1/A - S-1/A - BROADWIND, INC.a2195798zs-1a.htm
EX-1.1 - EXHIBIT 1.1 - BROADWIND, INC.a2195814zex-1_1.htm
EX-23.2 - EXHIBIT 23.2 - BROADWIND, INC.a2195814zex-23_2.htm
EX-23.1 - EXHIBIT 23.1 - BROADWIND, INC.a2195814zex-23_1.htm
EX-23.3 - EXHIBIT 23.3 - BROADWIND, INC.a2195814zex-23_3.htm
EX-10.63 - EXHIBIT 10.63 - BROADWIND, INC.a2195814zex-10_63.htm

Exhibit 5.1

 

 

 

 

SIDLEY AUSTIN LLP

ONE SOUTH DEARBORN

CHICAGO, IL  60603

(312) 853 7000

(312) 853 7036 FAX

 

BEIJING

BRUSSELS

CHICAGO

DALLAS

FRANKFURT

GENEVA

HONG KONG

LONDON

 

LOS ANGELES

NEW YORK

SAN FRANCISCO

SHANGHAI

SINGAPORE

SYDNEY

TOKYO

WASHINGTON, D.C.

 

 

 

 

 

 

 

 

 

 

 

FOUNDED 1866

 

 

 

January 4, 2010

 

Broadwind Energy, Inc.

47 East Chicago Avenue, Suite 332

Naperville, Illinois 60540

 

Re:                                    Broadwind Energy, Inc. Registration Statement on Form S-1 (File No. 333-162790)

 

Ladies and Gentlemen:

 

We refer to the Registration Statement on Form S-1 (File No. 333-162790) initially filed by Broadwind Energy, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “SEC”) on October 30, 2009 under the Securities Act of 1933, as amended (the “Securities Act”), as amended by Amendment No. 1 thereto filed with the SEC on November 6, 2009,  Amendment No. 2 thereto filed with the SEC on December 2, 2009, Amendment No. 3 thereto filed with the SEC on December 10, 2009, and Amendment No. 4 thereto filed with the SEC on the date hereof (such registration statement, as so amended and as subsequently amended, the “Registration Statement”).  The Registration Statement relates to the registration of 17,250,000 shares of common stock, par value $0.001 per share (the “Shares”), of the Company.  Of the 17,250,000 Shares, up to 10,000,000 authorized but unissued shares may be offered, issued and sold by the Company pursuant to the Registration Statement (the “Primary Shares”), and up to 7,250,000 Shares (including 2,250,000 Shares which may be sold to the underwriters under an option to purchase additional Shares to cover over-allotments) may be offered and sold by the selling stockholders named in the Registration Statement (the “Secondary Shares”).

 

This opinion letter is being delivered in accordance with the requirements of Item 16 of Form S-1 and Item 601(b)(5) of Regulation S-K, each under the Securities Act.

 

In rendering the opinion set forth herein, we have acted as counsel for the Company and have examined and relied upon originals, or copies certified or otherwise identified to our satisfaction, of the Registration Statement, corporate documents and records of the Company, certificates of public officials and representatives of the Company, and other documents and

 

Sidley Austin LLP is a limited liability partnership practicing in affiliation with other Sidley Austin partnerships

 



 

have examined such questions of law and have satisfied ourselves as to such matters of fact, as we have deemed necessary or appropriate as a basis for the opinion set forth below.

 

Based upon the foregoing and subject to the qualifications and limitations set forth herein, we are of the opinion that:

 

1.  The Primary Shares have been duly authorized and will be validly issued, fully paid and non-assessable when (i) the Company’s Board of Directors or a duly authorized committee thereof shall have duly adopted final resolutions in conformity with the Company’s certificate of incorporation authorizing the issuance and sale of the Primary Shares; and (ii) the Company’s books shall reflect the issuance of such Primary Shares to the purchasers thereof against payment of the agreed consideration therefor in excess of the par value of such Primary Shares being issued and sold.

 

2.  The Secondary Shares have been duly authorized and are validly issued, fully paid and non-assessable.

 

We do not find it necessary for the purposes of this opinion letter to cover, and accordingly we express no opinion as to, the application of the securities or blue sky laws of the various states or the District of Columbia to the sale of the Shares, as contemplated by the Registration Statement.

 

This opinion letter is limited to the General Corporation Law of the State of Delaware.

 

We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and further consent to the reference to this Firm under the caption “Legal Matters” in the prospectus constituting a part of the Registration Statement.  This consent is not to be construed as an admission that we are a party whose consent is required to be filed with the Registration Statement under Section 7 of the Securities Act or the rules and regulations of the SEC promulgated thereunder.

 

 

Very truly yours,

 

 

 

 

 

/s/ Sidley Austin LLP

 

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