6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of June 2020

Commission File Number: 001-35530

BROOKFIELD RENEWABLE PARTNERS L.P.

(Exact name of registrant as specified in its charter)

73 Front Street, 5th Floor, Hamilton HM 12 Bermuda

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  ☒            Form 40-F  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ☐

The information contained in Exhibits 5.1 and 8.1 of this Form 6-K is incorporated by reference into the registrant’s registration statement on Form F-3ASR, filed with the Securities and Exchange Commission on April 9, 2018 (File No. 333-224206), as amended by Post-Effective Amendment No. 1 to the registration statement, filed with the Securities and Exchange Commission on February 19, 2020.

DOCUMENTS FILED AS PART OF THIS FORM 6-K

See the Exhibit List to this Form 6-K.

******

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: June 3, 2020	BROOKFIELD RENEWABLE PARTNERS L.P.,
	by its general partner, Brookfield Renewable Partners Limited
	By:	/s/ Jane Sheere
	Name:	Jane Sheere
	Title:	Secretary

EXHIBIT INDEX

EXHIBIT	DESCRIPTION
5.1	Opinion of Appleby (Bermuda) Limited, dated June 3, 2020, relating to certain matters under the laws of Bermuda
8.1	Opinion of Torys LLP, dated June 3, 2020, relating to tax matters
23.1	Consent of Appleby (Bermuda) Limited (included as part of Exhibit 5.1)
23.2	Consent of Torys LLP (included as part of Exhibit 8.1)

EX-5.1

Bermuda Office

Appleby (Bermuda)

Limited

Canon’s Court

22 Victoria Street

PO Box HM 1179

Hamilton HM EX

Bermuda

Tel +1 441 295 2244

Fax +1 441 292 8666

applebyglobal.com

Appleby (Bermuda) Limited (the Legal Practice) is a limited liability company incorporated in Bermuda and approved and recognised under the Bermuda Bar (Professional Companies) Rules 2009. “Partner” is a title referring to a director, shareholder or an employee of the Legal Practice. A list of such persons can be obtained from your relationship partner.

Exhibit 5.1

Brookfield Renewable Partners L.P.	Email CLangley@applebyglobal.com
73 Front Street
Hamilton Bermuda	Direct Dial +1 441 298 3202
HM 11
	Appleby Ref 404008/CL/AK
	3 June 2020

Ladies and Gentlemen

Brookfield Renewable Partners L.P.

We have acted as legal advisers as to matters of Bermuda law to Brookfield Renewable Partners L.P., an exempted limited partnership organized under the laws of the Islands of Bermuda (Partnership). We have been requested to render this opinion in connection with the filing by the Partnership of:

1. the base shelf prospectus, dated 19 February 2020, contained in the Registration Statement (Prospectus);

2. a prospectus supplement to the Prospectus dated 27 May 2020 used in connection with the offering of the LP Units (as defined in the Prospectus) pursuant to the Registration Statement (Prospectus Supplement); and

3. a shelf registration statement on Form F-3 (File No. 333-224206) dated as of 9 April 2018, as amended on 19 February 2020 (as may be amended, the Registration Statement) filed with the Securities and Exchange Commission (SEC) pursuant to the U.S. Securities Act of 1933, as amended (Securities Act), relating to the secondary offer by the Selling Securityholders (as defined in the Prospectus Supplement) pursuant to same of 10,236,000 limited partnership units of the Partnership (Offered Units) and up to 1,535,400 limited partnership units of the Partnership upon the exercise of the Over-Allotment Option (as defined in the Prospectus Supplement) granted pursuant to the same (Additional Units and, together with the Offered Units, the Units).

For the purposes of this opinion we have examined and relied upon the documents listed (which in some cases, are also defined) in the Schedule to this opinion (Documents).

Bermuda ● British Virgin Islands ● Cayman Islands ● Guernsey ● Hong Kong ● Isle of Man ● Jersey ● London ● Mauritius ● Seychelles ● Shanghai ● Zurich

ASSUMPTIONS

In stating our opinion we have assumed:

1. the authenticity, accuracy and completeness of all Documents submitted to us as originals and the conformity to authentic original Documents of all Documents submitted to us as certified, conformed, notarised or photostatic copies;

2. the genuineness of all signatures on the Documents;

3. the authority, capacity and power of persons signing the Documents;

4. that any representation, warranty or statement of fact or law, other than the laws of Bermuda made in any of the Documents, is true, accurate and complete;

5. that there are no provisions of the laws or regulations of any jurisdiction other than Bermuda which would have any implication in relation to the opinions expressed herein;

6. the accuracy, completeness and currency of the records and filing systems maintained at the public offices where we have caused the Electronic Extract or enquiries to be conducted, that such search and enquiry did not fail to disclose any information which had been filed with or delivered to the relevant body but had not been processed at the time when the search was conducted and the enquiries were made, and that the information disclosed by the Electronic Extract is accurate and complete in all respects and such information has not been materially altered since the date and time of the Electronic Extract;

7. that there are no provisions of the laws or regulations of any jurisdiction other than Bermuda which would be contravened by any actions taken by the Partnership in connection with the Registration Statement or which would have any implication in relation to the opinion expressed herein and that, in so far as any obligation under, or action to be taken under, the Registration Statement is required to be performed or taken in any jurisdiction outside Bermuda, the performance of such obligation or the taking of such action will constitute a valid and binding obligation of each of the parties thereto under the laws of that jurisdiction and will not be illegal by virtue of the laws of that jurisdiction; and

8. any amendment to the Registration Statement and the Prospectus is properly authorized by the Partnership and the terms and transactions contemplated by any such amendment adopted would not be inconsistent with the Resolutions and the

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Bermuda ● British Virgin Islands ● Cayman Islands ● Guernsey ● Hong Kong ● Isle of Man ● Jersey ● London ● Mauritius ● Seychelles ● Shanghai ● Zurich

terms and transactions contemplated by the Prospectus and the Registration Statement as of the date hereof.

OPINION

Based upon and subject to the foregoing and subject to the reservations set out below and to any matters not disclosed to us, we are of the opinion that:

1. The Partnership is an exempted limited partnership established and existing under the laws of Bermuda. The Partnership possesses the capacity to sue and be sued in its own name and is in good standing under the laws of Bermuda. All suits in respect of the business of the Partnership shall be prosecuted by and against the General Partner in its capacity as general partner of the Partnership.

2. The Units have been validly issued and are fully-paid and non-assessable units of the Partnership. The Units, when sold and paid for in accordance with the Partnership Agreement, the Resolutions, the Underwriting Agreement (as defined in the Prospectus Supplement), the Prospectus Supplement and the Prospectus, will be validly transferred units of the Partnership.

RESERVATIONS

We have the following reservations:

1. We express no opinion as to any law other than Bermuda law and none of the opinions expressed herein relates to compliance with or matters governed by the laws of any jurisdiction except Bermuda. This opinion is limited to Bermuda law as applied by the courts of Bermuda at the date hereof.

2. Where an obligation is to be performed in a jurisdiction other than Bermuda, the courts of Bermuda may refuse to enforce it to the extent that such performance would be illegal under the laws of, or contrary to public policy of such other jurisdiction.

3. Any reference in this opinion to Units being “non-assessable” shall mean, in relation to fully-paid units of the Partnership and subject to any contrary provision in any agreement in writing between the Partnership and the holder of such units, that: no holder shall be obliged to contribute further amounts to the capital of the Partnership, either in order to complete payment for their units of the Partnership, to satisfy claims of creditors of the Partnership, or otherwise.

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Bermuda ● British Virgin Islands ● Cayman Islands ● Guernsey ● Hong Kong ● Isle of Man ● Jersey ● London ● Mauritius ● Seychelles ● Shanghai ● Zurich

4. The Limited Partnership Act 1883 (Act) provides that a limited partner shall be liable as a general partner if he takes part in the management of the partnership.

5. A limited partner is liable to the Partnership, or to its creditors, for any amount in respect of such limited partner’s contribution to the Partnership to the extent such contribution has not been contributed in full, or to the extent such contribution is either released or returned to the limited partner contrary to the restrictions on reductions of capital contained in the Act.

6. A limited partner is liable for damages on account of misrepresentation in respect of false statements contained in the certificate of limited partnership, any supplementary certificates or certificate of cancellation in respect of the Partnership, to the extent a limited partner signed such certificate, or caused another to sign it on his/her behalf, and knew such statement to be false at the time of signature.

7. Every partner of the Partnership who is guilty of any fraud in the affairs of the Partnership shall be liable civilly to the party injured to the extent of his damage and shall be liable for penalties applicable to offences committed against the Act.

8. In opinion 1. above, the term “good standing” means only that the Partnership has received a Certificate of Compliance from the Registrar of Companies in Hamilton, Bermuda which confirms that it has neither failed to make any filing with any Bermuda governmental authority nor to pay any Bermuda government fee or tax.

9. Due to the current situation relating to COVID-19, our protocols prevent us from conducting physical company, partnership or litigation searches against the General Partner and the Partnership, and we are relying on the Electronic Extract and the Officer’s Certificate re Searches in lieu of the physical searches.

10. With respect to opinion 2, we have relied upon statements and representations made to us in the Officer’s Certificate provided to us by an authorised officer of the General Partner for the purposes of this opinion. We have made no independent verification of the matters referred to in the Officer’s Certificate, and we qualify such opinion to the extent that the statements or representations made in the Officer’s Certificate are not accurate in any respect.

DISCLOSURE

This opinion is addressed to you in connection with the registration of the Units with the SEC and is not to be used, quoted or relied upon for any other purpose. We consent to the filing of this opinion as an exhibit to the Registration Statement of the Partnership and

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Bermuda ● British Virgin Islands ● Cayman Islands ● Guernsey ● Hong Kong ● Isle of Man ● Jersey ● London ● Mauritius ● Seychelles ● Shanghai ● Zurich

further consent to the reference to our firm under the caption “Legal Matters” in the Registration Statement and Prospectus.

This opinion is governed by and is to be construed in accordance with Bermuda law. Further, this opinion speaks as of its date and is strictly limited to the matters stated in it and we assume no obligation to review or update this opinion if applicable law or the existing facts or circumstances should change.

Yours faithfully

/s/ Appleby (Bermuda) Limited

Appleby (Bermuda) Limited

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Bermuda ● British Virgin Islands ● Cayman Islands ● Guernsey ● Hong Kong ● Isle of Man ● Jersey ● London ● Mauritius ● Seychelles ● Shanghai ● Zurich

SCHEDULE

1. A copy, in PDF format, of an officer’s certificate, signed by an officer Brookfield Renewable Partners Limited, the general partner of the Partnership (General Partner) confirming that, to the best of his knowledge: (i) no court proceedings are pending against any the General Partner or the Partnership; (ii) there is no petition to wind up the General Partner or the Partnership or application to reorganise their affairs pursuant to a scheme of arrangement or application for the appointment of a receiver in respect of the General Partner or the Partnership has been filed with the Supreme Court of Bermuda; and (iii) no notice of the passing of a resolution of members or creditors to wind up or for the appointment of a liquidator or receiver has been given to the Registrar of Companies in respect of the General Partner or the Partnership (Officer’s Certificate Re Searches).

Typically, we would conduct a search of the entries and filings shown and available for inspection in respect of the General Partner and the Partnership in the register of charges and on the file of the General Partner and the Partnership maintained in the register of companies at the office of the Registrar of Companies in Hamilton, Bermuda and the Register of Mortgages at the office of the Registry General (Company Search).

However, due to the situation with coronavirus COVID-19, our protocols prevent us from carrying out a Company Search. The Registrar of Companies is providing a company and partnership search extract when a request is submitted via email (Electronic Extract).

Typically, we would conduct a search of the entries and filings shown and available for inspection in respect of the General Partner and the Partnership in the Cause and Judgement Book of the Supreme Court maintained at the Registry of the Supreme Court in Hamilton, Bermuda (Litigation Search).

However, due to the situation with coronavirus COVID-19, our protocols prevent us from carrying out a Litigation Search.

2. Copy of Fourth Amended and Restated Limited Partnership Agreement of the Partnership between the General Partner and each person who is admitted to the partnership as a limited partner from time to time dated 3 May 2016 as amended by the First Amendment to the Fourth Amended and Restated Limited Partnership Agreement dated 25 May 2016, the Second Amendment to the Fourth Amended and Restated Limited Partnership Agreement dated 14 February 2017, the Third Amendment to the Fourth Amended and Restated Limited Partnership Agreement

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Bermuda ● British Virgin Islands ● Cayman Islands ● Guernsey ● Hong Kong ● Isle of Man ● Jersey ● London ● Mauritius ● Seychelles ● Shanghai ● Zurich

dated 16 January 2018, the Fourth Amendment to the Fourth Amended and Restated Limited Partnership Agreement dated 28 February 2019, the Fifth Amendment to the Fourth Amended and Restated Limited Partnership Agreement dated 11 March 2019 and the Sixth Amendment to the Fourth Amended and Restated Limited Partnership Agreement dated 24 February 2020 (Limited Partnership Documents).

3. In respect of the Partnership, the Certificate of Registration of an Exempted and Limited Partnership and supplements thereto.

4. Certified copies of the Certificate of Incorporation, Memorandum of Association and Bye-Laws of the General Partner (General Partner Constitutional Documents, together with the Limited Partnership Documents, Constitutional Documents).

5. Copies of an extract of minutes of a meeting of the board of directors of the General Partner held on 26 May 2020 (collectively, Resolutions).

6. Copy of an officer’s certificate dated 3 June 2020 and signed by the secretary of the General Partner (Officer’s Certificate).

7. Certificates of Compliance each dated 2 June 2020 in respect of the Partnership and the General Partner, each issued by the Registrar of Companies.

8. Copy of the Registration Statement.

9. Copy of the Prospectus Supplement.

10. Copy of the Underwriting Agreement (as defined in the Prospectus Supplement).

11. Copy of the Prospectus.

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Bermuda ● British Virgin Islands ● Cayman Islands ● Guernsey ● Hong Kong ● Isle of Man ● Jersey ● London ● Mauritius ● Seychelles ● Shanghai ● Zurich

EX-8.1

Exhibit 8.1

1114 Avenue of the Americas, 23rd Floor New York, New York 10036.7703 USA P. 212.880.6000 | F. 212.682.0200 www.torys.com

June 3, 2020

Brookfield Renewable Partners L.P.

73 Front Street

5th Floor

Hamilton HM 12, Bermuda

Re:    United States Federal Income Tax Opinion

Ladies and Gentlemen:

We have acted as United States federal income tax counsel to Brookfield Renewable Partners L.P. (formerly “Brookfield Renewable Energy Partners L.P.”), a Bermuda exempted limited partnership (“BEP”), in connection with the secondary offering of limited partnership units of BEP. We have been asked to render our opinion as to certain U.S. tax matters disclosed in the prospectus supplement, dated May 27, 2020 (the “Prospectus Supplement”), filed by BEP with the U.S. Securities and Exchange Commission under the U.S. Securities Act of 1933, as amended (the “Act”). Capitalized terms used and not defined herein have the meanings ascribed to them in the Prospectus Supplement.

In so acting, we have examined originals or copies, certified or otherwise identified to our satisfaction, of:

(i)    the Prospectus Supplement;

(ii)    the Limited Partnership Agreement in respect of BEP, dated June 27, 2011, by and among 2288509 Ontario Inc., an Ontario corporation (“2288509”), and Brookfield Renewable Power Inc., an Ontario corporation (“BRPI”);

(iii)    the Amended and Restated Limited Partnership Agreement of BEP, dated as of November 20, 2011, by and among 2288509, BRPI, and each person admitted to BEP as a limited partner in accordance with the provisions of such agreement, as amended May 4, 2012;

(iv)    the Second Amended and Restated Limited Partnership Agreement of BEP, dated as of November 25, 2015, by and among Brookfield Renewable Partners Limited, a Bermuda exempted company (the “BEP General Partner”), and each person admitted to BEP as a limited partner in accordance with the provisions of such agreement;

(v)    the Third Amended and Restated Limited Partnership Agreement of BEP, dated as of February 11, 2016, by and among the BEP General Partner and each person admitted to BEP as a limited partner in accordance with the provisions of such agreement;

(vi)    the Fourth Amended and Restated Limited Partnership Agreement of BEP, dated as of May 3, 2016, by and among the BEP General Partner and each person admitted to BEP as a limited partner in accordance with the provisions of such agreement, as amended (the “BEP Limited Partnership Agreement”);

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(vii)    the Limited Partnership Agreement in respect of Brookfield Renewable Energy L.P., a Bermuda limited partnership (“BRELP”), dated June 27, 2011, by and among BREP Holding L.P., a Bermuda limited partnership (the “BRELP General Partner”), and BEP;

(viii)    the Amended and Restated Limited Partnership Agreement of BRELP, dated as of November 20, 2011, by and among BEP and the BRELP General Partner;

(ix)    the Second Amended and Restated Limited Partnership Agreement of BRELP, dated as of November 25, 2015, by and among the BRELP General Partner, BEP, BRPI, Brookfield Energy Marketing L.P., an Ontario limited partnership (“BEM LP”), BRP Canada GP LP, an Ontario limited partnership (“LB LP”), and each person admitted to BRELP as a limited partner in accordance with the provisions of such agreement;

(x)    the Third Amended and Restated Limited Partnership Agreement of BRELP, dated as of February 11, 2016, by and among the BRELP General Partner, BEP, BRPI, BEM LP, LB LP, and each person admitted to BRELP as a limited partner in accordance with the provisions of such agreement, as amended (the “BRELP Limited Partnership Agreement”);

(xi)    the Special Resolution of the Sole Shareholder of 2288509, dated December 15, 2011;

(xii)    the General Conveyance by 2288509 in favour of the BEP General Partner, dated December 15, 2011;

(xiii)    the Counterpart Agreement of the BEP General Partner, dated December 15, 2011;

(xiv)    the Articles of Dissolution of 2288509, without date; and

(xv)     the certificate of the BEP General Partner and the BRELP General Partner, of even date herewith, delivered to us for purposes of this opinion, including all schedules and exhibits thereto (the “Certificate”); and

(xvi)     such agreements, documents, and other instruments as we have deemed necessary or appropriate.

In addition, we have examined, and have relied as to matters of fact upon, originals, duplicates, certified or conformed copies of such records, agreements, documents, and other instruments and such certificates or comparable documents of public officials and of officers and representatives of BEP and BRELP, and have made such other and further investigations, as we have deemed necessary or appropriate as a basis for the opinion hereinafter set forth.

In rendering this opinion, we have assumed that (i) the transactions described in the Prospectus Supplement will be consummated in the manner set forth therein; (ii) the representations made in the Certificate are true, correct, and complete and will remain true, correct, and complete at all times; (iii) any representation set forth in the Certificate qualified by knowledge, intention, belief, or any similar qualification is and will remain true, correct, and complete without regard to such qualification; and (iv) each of BEP and BRELP operates and will continue to operate in accordance with certain operating guidelines set forth in such Certificate. In addition, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the

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conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies, and the authenticity of the originals of such latter documents.

Based upon the foregoing, and subject to the qualifications, assumptions, and limitations stated herein and in the Prospectus Supplement, we are of the opinion that (i) the statements set forth in the Prospectus Supplement under the caption “CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS,” insofar as they express conclusions as to the application of United States federal income tax law, represent our opinion as to the matters discussed therein; and (ii) as of the date hereof, each of BEP and BRELP will be classified as a partnership and not as an association or publicly traded partnership taxable as a corporation for United States federal income tax purposes.

Our opinion is based on current provisions of the Internal Revenue Code of 1986, as amended, the Treasury Regulations promulgated thereunder, published pronouncements of the Internal Revenue Service, and case law, in each case as currently in effect and subject to change at any time with retroactive effect. Any change in applicable laws or facts and circumstances, or any inaccuracy in the statements, facts, assumptions, or representations on which we have relied, may affect the continuing validity of the opinion set forth herein. We assume no responsibility to inform you of any such change or inaccuracy. No opinion is expressed concerning any law other than the federal income tax law of the United States.

We hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Prospectus Supplement and to the references to our firm under the captions “CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS” and “LEGAL MATTERS” in the Prospectus Supplement. In giving this consent, we do not hereby agree that we come within the category of persons whose consent is required by the U.S. Securities Act of 1933, as amended, or the rules thereunder.

Very truly yours,

/s/ Torys LLP