Exhibit 5.4
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Waller Lansden Dortch & Davis, LLP |
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Nashville City Center
511 Union Street, Suite 2700
Nashville, Tennessee 37219-8966
(615) 244-6380
Fax: (615) 244-6804
www.wallerlaw.com
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1901 Sixth Avenue North, Suite 1400
Birmingham, Alabama 35203-2623
(205) 214-6380
333 South Grand Avenue, Suite 1800
Los Angeles, California 90071
(213) 362-3680 |
September 17, 2008
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 17,904,717 shares (the
Shares) of its common stock, par value $0.001 per share (the Common Stock), and warrants to
purchase 5,371,415 shares of Common Stock (the Warrants, and together with the Shares, the
Securities) included in a registered direct offering
pursuant to which the Company will issue a total of 21,485,660 shares
of Common Stock and warrants to purchase a total of 6,445,698 shares
of Common Stock to certain investors. The Securities have been
registered 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 September 17, 2008 (the Prospectus Supplement). The Securities are to be
issued pursuant to Subscription Agreements, dated as of September 17, 2008 (the Subscription
Agreements).
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, in the case of the
Shares, be validly issued, fully paid and non-assessable and, in the case of the Warrants, be
valid, binding and enforceable agreements of the Company. The shares of Common Stock to be issued
upon exercise of the Warrants have been duly authorized and when issued pursuant to the Warrants
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 5.4 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.
Very truly yours,
/s/ Waller Lansden Dortch & Davis, LLP