Exhibit 5.3
Waller Lansden Dortch & Davis, LLP
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Nashville City Center |
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511 Union Street, Suite 2700
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1901 Sixth Avenue North, Suite 1400 |
Nashville, Tennessee 37219-8966
(615) 244-6380
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Birmingham,
Alabama 35203-2623 (205) 214-6380
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Fax: (615) 244-6804
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520 South Grand Avenue, Suite 800 |
www.wallerlaw.com
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Los Angeles, California 90071 |
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(213) 362-3680 |
January 18, 2007
Capstone Turbine Corporation
21211 Nordhoff Street
Chatsworth, CA 91311
Re: Registration Statement on Form S-3 (No. 333-128164)
Ladies and Gentlemen:
We have acted as counsel to Capstone Turbine Corporation, a Delaware corporation (the
Company), in connection with the offering and sale by the Company of 40,000,000 shares of its
common stock, par value $0.001 per share (the Common Stock) and warrants to purchase 20,000,000
shares of Common Stock (the Warrant Shares) (such warrants, together with the Common Stock, the Securities) pursuant
to a Registration Statement on Form S-3 (Registration Number 333-128164) (the Registration
Statement) under the Securities Act of 1933, as amended (the Securities Act), and a related
prospectus, dated as of September 14, 2005 (the Prospectus), and a prospectus supplement, dated
as of January 18, 2007 (the Prospectus Supplement). The Securities are to be issued pursuant to
Subscription Agreements relating to a registered direct offering pursuant to which the Company will
sell 40,000,000 shares of Common Stock and warrants to purchase 20,000,000 shares of Common Stock
to certain investors.
In connection with this opinion, we have examined and relied upon such records, documents and
other instruments as in our judgment are necessary and appropriate in order to express the opinions
hereinafter set forth and have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, and the conformity to original documents of all documents
submitted to us as certified or photostatic copies.
Based upon the foregoing, we are of the opinion that the Securities, when issued and delivered
in the manner and on the terms described in the Subscription Agreements, will be validly issued,
fully paid and non-assessable. The Warrant Shares have been duly
authorized and when issued pursuant to the warrant will be validly
issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion with the Securities and Exchange Commission as
Exhibit 5.3 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. 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 the provisions of the Securities Act or the rules and regulations of
the Securities and Exchange Commission promulgated thereunder.
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Very truly yours,
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/s/ Waller Lansden Dortch & Davis, LLP
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