Attached files
| file | filename |
|---|---|
| 8-K - AMERICAN DG ENERGY INC | v205034_8k.htm |
| EX-10.1 - AMERICAN DG ENERGY INC | v205034_ex10-1.htm |
| EX-4.1 - AMERICAN DG ENERGY INC | v205034_ex4-1.htm |
| EX-1.1 - AMERICAN DG ENERGY INC | v205034_ex1-1.htm |
Exhibit
5.1
SULLIVAN
& WORCESTER LLP
One Post
Office Square
Boston,
MA 02109
December
8, 2010
American
DG Energy Inc.
45 First
Avenue
Waltham,
MA 02451
Re: Registration Statement
on Form S-3
Registration No. 333
-167392
Ladies
and Gentlemen:
This opinion is furnished to you in
connection with the above-referenced Registration Statement on Form S-3 (the
“Registration Statement”) filed with the Securities and Exchange Commission (the
“Commission”) under the Securities Act of 1933, as amended (the “Securities
Act”), for the registration of an aggregate of $50,000,000 of shares of Common
Stock (the “Shares”), and warrants to purchase shares of common stock (the
“Warrants”), of American DG Energy Inc., a Delaware corporation (the “Company”),
all of which may be issued from time to time on a delayed or continuous basis
pursuant to Rule 415 under the Securities Act.
We are acting as counsel for the
Company in connection with, and this opinion specifically relates to, the sale
(the “Sale”) of 500,000 units consisting of 500,000 Shares (the “New Shares”)
and Warrants to purchase 500,000 Shares (the “New Warrants”) being sold pursuant
to a placement agency agreement of even date herewith between the Company and
Canaccord Genuity Inc. We have also acted as counsel for the Company
in connection with the Prospectus Supplement (the “Prospectus Supplement”) being
filed with the Commission in connection with the Sale.
We have examined a copy of the
Registration Statement and the Prospectus Supplement. We have also
examined and relied upon minutes of meetings of the Board of Directors of the
Company as provided to us by the Company, the Certificate of Incorporation and
By-Laws of the Company, each as restated and/or amended to date (collectively
the “Charter Documents”), and such other documents as we have deemed necessary
for purposes of rendering the opinions hereinafter set forth. In our
examination of the foregoing documents, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us as copies, the
authenticity of the originals of such latter documents and the legal competence
of all signatories to such documents.
We express no opinion herein as to any
laws other than the Delaware General Corporation Law, the applicable provisions
of the Delaware constitution and reported judicial decisions interpreting these
laws, and we express no opinion as to state securities or blue sky
laws.
Based upon and subject to the
foregoing, we are of the opinion that the New Shares and the New Warrants have
been duly authorized for issuance and, when the New Shares and the New Warrants
are issued and paid for in accordance with the terms and conditions of the
Placement Agreement and related subscription agreements, the New Shares will be
validly issued, fully paid and nonassessable and the New Warrants will have been
validly issued and delivered. Further, any shares of common stock of
the Company
issued upon exercise of the New Warrants, when issued and paid for in accordance
with the terms of the New Warrants, will be validly issued, fully paid and
nonassessable.
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1
It is understood that this opinion is
to be used only in connection with the Sale while the Registration Statement is
in effect and may not be used, quoted or relied upon for any other purpose, nor
may this opinion be furnished to, quoted to or relied upon by any other person
or entity, for any purpose, without our prior written consent.
Please note that we are opining only as
to the matters expressly set forth herein, and no opinion should be inferred as
to any other matters. This opinion is based upon currently existing statutes,
rules, regulations and judicial decisions, and we disclaim any obligation to
advise you of any change in any of these sources of law or subsequent legal or
factual developments which might affect any matters or opinions set forth
herein.
We hereby consent to the filing of this
opinion as an exhibit to the Company’s Current Report on Form 8-K being filed
with the Commission in connection with the Sale and to the use of our
name in the Prospectus Supplement under the caption “Legal Matters.” In giving
such consent, we do not hereby admit that we are in the category of persons
whose consent is required under Section 7 of the Securities Act or the
rules and regulations of the Commission.
Very
truly yours,
/s/
SULLIVAN & WORCESTER LLP
Sullivan
& Worcester LLP
Boston,
Massachusetts
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