EXHIBIT 5.1

 

	12531 HIGH BLUFF DRIVE	MORRISON & FOERSTER LLP
	SAN DIEGO
	CALIFORNIA 92130-2040	NEW YORK, SAN FRANCISCO,
		LOS ANGELES, PALO ALTO,
		SAN DIEGO, WASHINGTON, D.C.
	TELEPHONE: 858.720.5100	NORTHERN VIRGINIA,
	FACSIMILE: 858.720.5125	ORANGE COUNTY, DENVER,
		SACRAMENTO, WALNUT CREEK
	WWW.MOFO.COM	TOKYO, LONDON, BEIJING,
		SHANGHAI, HONG KONG,
		SINGAPORE, BRUSSELS

 

November 8, 2013

 

Clean Energy Fuels Corp.

 

Re:                             Registration Statement on Form S-8

 

Ladies and Gentlemen:

 

At your request, we have examined the Registration Statement on Form S-8 (as amended, the “Registration Statement”) of Clean Energy Fuels Corp., a Delaware corporation (the “Company”) to be filed with the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”) of an aggregate of 2,500,000 shares (the “Shares”) of the Company’s Common Stock, par value $0.0001 per share, which will be issuable under the Clean Energy Fuels Corp. Employee Stock Purchase Plan (the “Plan”).

 

As counsel for the Company, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary for the purposes of rendering this opinion. In our examination, we have assumed the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies.

 

For the purpose of the opinion rendered below, we have assumed that in connection with the issuance of the Shares under the Plan, the Company will receive consideration in an amount not less than the aggregate par value of the Shares covered by each such issuance.

 

Based upon the foregoing and in reliance thereon, and subject to the qualifications, assumptions and limitations stated herein and in reliance on the statements of fact contained in the documents that we have examined, we are of the opinion that the Shares, when issued and sold in accordance with the terms set forth in the Plan, will be validly issued, fully paid and nonassessable.

 

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.

 

Very truly yours,

 

/s/ Morrison & Foerster LLP