EX-5.1
Published on October 27, 2011
Exhibit 5.1
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425 MARKET STREET
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MORRISON & FOERSTER LLP
NEW YORK, SAN FRANCISCO,
NORTHERN VIRGINIA, DENVER,
TOKYO, LONDON, BEIJING, BRUSSELS |
October 27, 2011
Clean Energy Fuels Corp.
3020 Old Ranch Parkway, Suite 400
Seal Beach, California 90740
Re: Clean Energy Fuels Corp.
Ladies and Gentlemen:
We have acted as counsel to Clean Energy Fuels Corp., a Delaware corporation (the Company), in connection with the preparation and filing by the Company of a registration statement on Form S-3 (the Registration Statement) with the Securities and Exchange Commission (the Commission), relating to the offering from time to time, pursuant to Rule 415 under the Securities Act of 1933, as amended (the Securities Act), of up to 8,999,999 shares (the Conversion Shares) of the Companys common stock, par value $0.0001 per share, issuable upon conversion of the Companys 7.50% Convertible Notes due 2016 (the Convertible Notes).
We have examined the originals, or photostatic or certified copies, of such records of the Company and certificates of officers of the Company and of public officials and such other documents as we have deemed relevant and necessary as the basis for the opinion set forth below. In our examination, we have assumed the genuineness of all signatures, and the legal capacity and competency of all natural persons. With respect to the authenticity of documents submitted to us by the Company and the conformity with the originals of documents submitted to us by the Company as copies, we have relied upon a certificate of an officer of the Company.
Based upon the foregoing examination and in reliance thereon, we are of the opinion that the Conversion Shares have been duly authorized, and when the Conversion Shares are issued upon conversion of the Convertible Notes in accordance with he terms thereof, the Conversion Shares will be validly issued, fully paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby 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.
Very truly yours,
/s/ Morrison & Foerster LLP