Attached files
file | filename |
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S-1/A - AMENDMENT NO. 3 TO FORM S-1 - SOLARCITY CORP | d554071ds1a.htm |
EX-1.1 - EX-1.1 - SOLARCITY CORP | d554071dex11.htm |
EX-23.1 - EX-23.1 - SOLARCITY CORP | d554071dex231.htm |
Exhibit 5.1
August 28, 2013
SolarCity Corporation
3055 Clearview Way
San Mateo, CA 94402
Re: | Registration Statement on Form S-1 |
Ladies and Gentlemen:
This opinion is furnished to you in connection with the Registration Statement on Form S-1, as amended (the Registration Statement), filed by SolarCity Corporation (the Company) with the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933, as amended (the Act), of up to 3,220,000 shares of the Companys common stock, $0.0001 par value per share (the Shares), that may be issued by the Company. We understand that the Shares are to be sold to the underwriters for resale to the public as described in the Registration Statement and pursuant to an underwriting agreement, substantially in the form filed as an exhibit to the Registration Statement, to be entered into by and among the Company and the underwriters (the Underwriting Agreement).
We are acting as counsel for the Company in connection with the issuance and delivery of the Shares by the Company. In such capacity, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary for the purposes of rendering this opinion. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity with the originals of all documents submitted to us as copies, the authenticity of the originals of such documents and the legal competence of all signatories to such documents.
We express no opinion herein as to the laws of any state or jurisdiction other than the General Corporation Law of the State of Delaware (including the statutory provisions and all applicable judicial decisions interpreting those laws) and the federal laws of the United States of America.
On the basis of the foregoing, we are of the opinion that the Shares to be issued and delivered by the Company have been duly authorized and, when such Shares are issued and paid for in accordance with the terms of the Underwriting Agreement, will be validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration Statement, and we consent to the reference of our name under the caption Legal Matters in the prospectus forming part of the Registration Statement. In giving such consent, we do not believe that we are experts within the meaning of such term as used in the Act or the rules and regulations of the Commission issued thereunder with respect to any part of the Registration Statement, including this opinion as an exhibit.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati, P.C.