Ladies and Gentlemen:
We have acted as counsel to Juhl Wind, Inc., a Delaware corporation (the “Company”), and are furnishing this opinion of counsel in connection with the Company’s Registration Statement on Form S-1 (including the prospectus which is a part thereof, the “Registration Statement”) being filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), on the date hereof. The Registration Statement covers the resale by Lincoln Park Capital Fund, LLC (“LPC”) of up to 2,393,000 shares of common stock of the Company, $0.0001 par value per share (the “Common Stock”), comprised of (i) 1,985,668 shares (the “Purchase Shares”) of Common Stock issuable by the Company to LPC pursuant to that certain Purchase Agreement by and between the Company and LPC, dated as of June 15, 2012 (the “Purchase Agreement”); and (ii) 407,332 shares of the Common Stock issued by the Company to LPC as a commitment fee (the “Commitment Shares”) pursuant to the Purchase Agreement.
In connection with this opinion letter, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, resolutions, certificates and instruments of the Company, certificates of public officials, statutes, records and such other instruments and documents as we have deemed necessary to form a basis for the opinion hereinafter expressed, including, without limitation, the following: (i) the Company’s Certificate of Incorporation, as amended through the date hereof; (ii) the Company’s Bylaws, as amended through the date hereof; (iii) the Purchase Agreement; (iv) that certain Registration Rights Agreement by and between the Company and LPC, dated as of June 15, 2012; and (v) the Registration Statement.
In addition, we have made such investigations of law as we have deemed necessary or appropriate to form a basis for the opinion set forth herein.
In our examination of the foregoing, we have assumed, without independent investigation or verification: (i) the genuineness of all signatures on all agreements, instruments and other documents submitted to us; (ii) the legal capacity and authority of all persons or entities executing all agreements, instruments and other documents submitted to us; (iii) the authenticity and completeness of all agreements, instruments, corporate records, certificates and other documents submitted to us as originals; (iv) that all agreements, instruments, corporate records, certificates and other documents submitted to us as certified, electronic, facsimile, conformed or other copies conform to authentic originals thereof, and that such originals are authentic and complete; (v) the due authorization, execution and delivery of all agreements, instruments and other documents by all parties thereto; (vi) that the statements contained in the certificates and comparable documents of public officials, officers and representatives of the Company and other persons on which we have relied for the purposes of this opinion letter are true and correct; and (vii) that the officers and directors of the Company have properly exercised their fiduciary duties. As to all questions of fact material to this opinion letter and as to the materiality of any fact or other matter referred to herein, we have relied (without independent investigation) upon certificates or comparable documents of officers and representatives of the Company.
730 W. Randolph St. - 6th Floor - Chicago, IL 60661 - p: 312.454.0015 - f: 312.454.0261
Our knowledge of the Company and its legal and other affairs is limited by the scope of our engagement, which scope includes the delivery of this opinion letter.
Based upon and in reliance on the foregoing, and subject to the limitations, qualifications and exceptions set forth herein, we are of the opinion that (i) the Commitment Shares are validly issued, fully paid and non-