Exhibit 5.1
Mark G. Borden
+1 617 526 6675(t)
+1 617 526 5000(f)
mark.borden@wilmerhale.com
August 27, 2010
Ameresco, Inc.
111 Speen Street, Suite 410
Framingham, Massachusetts 01701
Re: |
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2000 Stock Incentive Plan
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Ladies and Gentlemen:
We have assisted in the preparation of a Registration Statement on Form S-8 (the
Registration Statement) to be filed with the Securities and Exchange Commission (the
Commission) under the Securities Act of 1933, as amended (the Securities Act), relating to an
aggregate of 8,581,094 shares of Class A common stock, $0.0001 par value per share (the Shares),
of Ameresco, Inc., a Delaware corporation (the Company), issuable under the Companys 2000 Stock
Incentive Plan (the Plan).
We have examined the Certificate of Incorporation and By-Laws of the Company, each as amended
and restated to date, and originals, or copies certified to our satisfaction, of all pertinent
records of the meetings of the directors and stockholders of the Company, the Registration
Statement and such other documents relating to the Company as we have deemed material for the
purposes of this opinion.
In our examination of the foregoing documents, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as certified, photostatic or other copies, the
authenticity of the originals of any such documents and the legal competence of all signatories to
such documents.
We assume that the appropriate action will be taken, prior to the offer and sale of the Shares
in accordance with the Plans, to register and qualify the Shares for sale under all applicable
state securities or blue sky laws.
We express no opinion herein as to the laws of any state or jurisdiction other than the state
laws of the Commonwealth of Massachusetts, the General Corporation Law of the State of Delaware and
the federal laws of the United States of America.
Wilmer
Cutler Pickering Hale and Dorr
llp, 60 State Street, Boston, Massachusetts 02109
Beijing Berlin Boston Brussels Frankfurt London Los Angeles New York Oxford Palo Alto Waltham Washington
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It is understood that this opinion is to be used only in connection with the offer and sale of
the Shares while the Registration Statement is in effect.
Please note that we are opining only as to the matters expressly set forth herein, and no
opinion should be inferred as to any other matters.
Based on the foregoing, we are of the opinion that the Shares have been duly authorized for
issuance and, when the Shares are issued and paid for in accordance with the terms and conditions
of the Plan, the Shares will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Commission in connection with the
Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K
under the Securities Act. In giving such consent, we do not hereby admit that we are in the
category of persons whose consent is required under Section 7 of the Securities Act or the rules
and regulations of the Commission.
Very truly yours,
WILMER CUTLER PICKERING HALE AND DORR LLP
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/s/ Mark G. Borden, a Partner
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Mark G. Borden, a Partner |
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