Exhibit 5.1

August 24, 2016

Board of Directors

Real Goods Solar, Inc.

833 West South Boulder Road

Louisville, CO 80027

Dear Ladies and Gentlemen:

We are acting as special counsel to Real Goods Solar, Inc., a Colorado corporation (the “Company”), in connection with its filing with the Securities and Exchange Commission (the “Commission”), under the Securities Act of 1933, as amended (the “Securities Act”), of a Registration Statement on Form S-1, including any amendments thereto (the “Registration Statement”). The Registration Statement relates to the offering and sale by the Company of (A) an aggregate of $5,000,000 of units (the “Units”), each consisting of (i) one share of Series A 12.5% Mandatorily Convertible Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), and (ii) a Series H Warrant (the “Warrants”) to purchase a fraction of one share of the Company’s Class A common stock (the “Common Stock”), (B) shares of Common Stock issuable upon exercise of the Warrants (the “Warrant Shares”), and (C) shares of Common Stock issuable upon conversion of the Preferred Stock (the “Preferred Shares”). In addition, the Company will register under the Registration Statement and issue to the underwriter, Roth Capital Partners, LLC, a warrant (the “Underwriter Warrant”) to purchase additional Units in an amount equal to 5% of the Units sold to the public. The Units, the Preferred Stock, the Warrants, the Underwriter Warrant, the Warrant Shares, and the Conversion Shares are collectively referred to herein as the “Securities.”

This opinion letter is furnished to you for filing with the Securities and Exchange Commission pursuant to Item 601 of Regulation S-K, promulgated under the Securities Act.

In reaching the opinion stated in this letter, we have reviewed originals or copies of (i) the Registration Statement, (ii) the Underwriting Agreement under which the Securities will be issued, (iii) the Company’s Articles of Incorporation and Bylaws, (iv) resolutions of the Company’s Board of Directors authorizing the issuance of the Securities, (v) the Warrants, (vi) the Certificate of Designation related to the Preferred Stock, and (vii) the Underwriter Warrant, and (viii) such other documents as we have considered relevant.

We have assumed that (i) all information contained in all documents that we have reviewed is correct, (ii) all signatures on all documents that we have reviewed are genuine, (iii) all documents submitted to us as originals are true and complete, (iv) all documents submitted to us as copies are true and complete copies of the originals thereof, and (v) each natural person signing a document has sufficient legal capacity to do so.

Based upon the foregoing, it is our opinion that: (1) each of the Securities will be validly issued, fully paid and non-assessable when issued and delivered (a) in the manner and on the terms described in the Registration Statement, (b) with respect to the Warrant Shares, following the exercise of the Warrants in the manner and on the terms described in the Warrants, (c) with respect to the Conversion Shares, following the conversion of the Preferred Stock, in the manner and on the terms described in the Certificate of Designation related to the Preferred Stock, or with respect to the Units issuable upon exercise of the Underwriter Warrant, following the exercise of the Underwriter Warrant in the manner and on the terms described in the Underwriter Warrant; and (2) the Warrants and the Underwriter Warrant will be legally valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equity principals.

Real Goods Solar, Inc.
August 24, 2016

Page 2

We hereby consent to the use of this opinion letter as Exhibit 5.1 to the Registration Statement. We also consent to the reference to this firm under the caption “Legal Matters” in the Prospectus and the Prospectus Supplement. In giving such consent, we do not 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 promulgated thereunder.

As to the foregoing matters with respect to which we express our opinion, we advise that we are admitted to practice in the States of Colorado and New York, and do not render any opinion as to legal matters subject to or governed by laws other than the States of Colorado and New York or United States federal jurisprudence.

Very truly yours,

/s/ Brownstein Hyatt Farber Schreck, LLP