EX-5.1 2 brhc10046056_ex5-1.htm EXHIBIT 5.1
Exhibit 5.1

[LETTERHEAD OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP]

December 30, 2022
FTC Solar, Inc.
9020 N Capital of Texas Hwy, Suite I-260
Austin, Texas 78759


 Re:
FTC Solar, Inc.
Offering of Common Stock
 
Ladies and Gentlemen:
 
We have acted as special United States counsel to FTC Solar, Inc., a Delaware corporation (the “Company”), in connection with the issuance by the Company of 797,396 shares of common stock, par value $0.0001 per share of the Company (the “Shares”), pursuant to a settlement agreement, dated as of December 29, 2022, between the Company and FCX Solar, LLC (the “Settlement Agreement”).

This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933 (the “Act”).

In rendering the opinions stated herein, we have examined and relied upon the following:

(a)          the registration statement on Form S-3 (File No. 333-265842) of the Company relating to the Shares and other securities of the Company filed on June 24, 2022 with the Securities and Exchange Commission (the “Commission”) under the Act allowing for delayed offerings pursuant to Rule 415 of the General Rules and Regulations under the Act (the “Rules and Regulations”), including the information deemed to be a part of the registration statement pursuant to Rule 430B of the Rules and Regulations and the Notice of Effectiveness of the Commission posted on its website declaring such registration statement effective on July 7, 2022 (such registration statement being hereinafter referred to as the “Registration Statement”);

(b)          the prospectus, dated July 7, 2022 (the “Base Prospectus”), which forms a part of and is included in the Registration Statement;

FTC Solar, Inc.
December 30, 2022
Page 2
(c)          the prospectus supplement, dated December 30, 2022 (together with the Base Prospectus, the “Prospectus”) relating to the offering of the Shares, in the form filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations;

(d)          an executed copy of the Settlement Agreement;

(e)          an executed copy of a certificate of Jacob Wolf, General Counsel and Secretary of the Company, dated the date hereof (the “Secretary’s Certificate”);

(f)          a copy of the Company’s Amended and Restated Certificate of Incorporation, as in effect on the date hereof, certified by the Secretary of State of the State of Delaware as of December 22, 2022 and certified pursuant to the Secretary’s Certificate;

(g)          a copy of the Company’s Amended and Restated Bylaws, as in effect on the date hereof, and certified pursuant to the Secretary’s Certificate; and

(h)          copies of certain resolutions of the Board of Directors of the Company, adopted on December 12, 2022, certified pursuant to the Secretary’s Certificate;

We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such agreements, certificates and receipts of public officials, certificates of officers or other representatives of the Company and others, and such other documents as we have deemed necessary or appropriate as a basis for the opinions stated below, including the facts and conclusions set forth in the Secretary’s Certificate.

In our examination, we have assumed the genuineness of all signatures, including electronic signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photocopied copies, and the authenticity of the originals of such copies. As to any facts relevant to the opinions stated herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Company and others and of public officials, including those in the Secretary’s Certificate.
 
We do not express any opinion with respect to the laws of any jurisdiction other than the General Corporation Law of the State of Delaware (the “DGCL”).

Based upon the foregoing and subject to the qualifications and assumptions stated herein, we are of the opinion that the Shares have been duly authorized by all requisite corporate action on the part of the Company under the DGCL and, when issued and sold in accordance with the Settlement Agreement, will be validly issued, fully paid and nonassessable, provided that the consideration therefor is not less than $0.0001 per Share.

FTC Solar, Inc.
December 30, 2022
Page 3
In rendering the opinion stated herein, we have assumed that the issuance of the Shares did not violate or conflict with any agreement or instrument binding on the Company (except that we do not make this assumption with respect to the organizational documents listed in clauses (f) through (g) above or those agreements or instruments expressed to be governed by the laws of the State of New York which are listed in Part II of the Registration Statement or the Company’s Annual Report on Form 10-K for the year ended December 31, 2021).
 
We hereby consent to the reference to our firm under the heading “Legal Matters” in the Base Prospectus. We also hereby consent to the filing of this opinion with the Commission as an exhibit to the Company’s Current Report on Form 8-K being filed on the date hereof and incorporated by reference into the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations.

 
Very truly yours,
 
 
/s/ Skadden, Arps, Slate, Meagher & Flom LLP
   
MJH