3,200,000 Shares1 Common Stock ($0.001 par value) Underwriting AgreementProspect Capital Corp • April 23rd, 2009 • New York
Such counsel shall state that such counsel has, in connection with the preparation of the Registration Statement and the Prospectus Supplement, participated in conferences with representatives of the Company, the independent public accountants for the Company, the Underwriters and Underwriters’ counsel at which the contents of such documents and related matters were discussed, and such counsel has reviewed certain corporate records, documents and proceedings. Based upon the foregoing, nothing has come to such counsel’s attention that would lead such counsel to believe that (i) the Registration Statement (except for financial statements and schedules and other financial and accounting data included or incorporated by reference therein or omitted therefrom, as to which such counsel need make no statement), at the time such Registration Statement became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessar
