Exhibit 5.1
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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 |
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Nashville, Tennessee 37219-8966
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Birmingham, Alabama 35203-2623 |
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(615) 244-6380
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(205) 214-6380 |
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Fax: (615) 244-6804
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www.wallerlaw.com
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333 South Grand Avenue, Suite 1800 |
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Los Angeles, California 90071 |
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(213) 362-3680 |
May 4, 2009
Capstone Turbine Corporation
21211 Nordhoff Street
Chatsworth, CA 91311
Re: Registration Statement on Form S-3 (No. 333-156459)
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 up to 14,450,868 shares (the
Shares) of its common stock, par value $0.001 per share (the Common Stock), and warrants to
purchase up to 10,838,151 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 14,450,868 shares of Common Stock and Warrants to purchase a total of 10,838,151 shares of
Common Stock to certain investors. The Securities have been registered pursuant to a Registration
Statement on Form S-3 (Registration Number 333-156459) (the Registration Statement) under the
Securities Act of 1933, as amended (the Securities Act), and a related prospectus, dated as of
February 4, 2009 (the Prospectus), and a prospectus supplement, dated as of May 4, 2009 (the
Prospectus Supplement). The Securities are to be issued pursuant to Subscription Agreements,
dated as of May 4, 2009 (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 and paid for 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 5.1 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. 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