Attached files

file filename
S-1 - FORM S-1 - Talen Energy Corpd57464ds1.htm
EX-21.1 - EX-21.1 - Talen Energy Corpd57464dex211.htm
EX-23.1 - EX-23.1 - Talen Energy Corpd57464dex231.htm
EX-23.2 - EX-23.2 - Talen Energy Corpd57464dex232.htm

Exhibit 5.1

[LETTERHEAD OF SIMPSON THACHER & BARTLETT LLP]

September 18, 2015

Talen Energy Corporation

835 Hamilton Street

Suite 150

Allentown, Pennsylvania 18101

Ladies and Gentlemen:

We have acted as counsel to Talen Energy Corporation, a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), relating to the sale from time to time by certain selling stockholders of an aggregate of up to 44,974,658 shares of Common Stock, par value $0.001 per share, of the Company (the “Shares”). The Shares may be sold or delivered from time to time as set forth in the Registration Statement, any amendment thereto, the prospectus contained therein (the “Prospectus”) and supplements to the Prospectus pursuant to Rule 415 under the Act.

We have examined the Registration Statement and the Amended and Restated Certificate of Incorporation, which has been filed with the Commission as an exhibit to the Registration Statement. We also have examined the originals, or duplicates or certified or conformed copies, of such records, agreements, documents and other instruments and have made such other investigations as we have deemed relevant and necessary in connection with the opinion hereinafter set forth. As to questions of fact material to this opinion, we have relied upon certificates or comparable documents of public officials and of officers and representatives of the Company.


In rendering the opinion set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents.

Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that the Shares are validly issued, fully paid and nonassessable.

We do not express any opinion herein concerning any law other than the Delaware General Corporation Law.

We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the use of our name under the caption “Legal Matters” in the Prospectus included in the Registration Statement.

 

Very truly yours,
/s/ Simpson Thacher & Bartlett LLP
SIMPSON THACHER & BARTLETT LLP