Exhibit l
[LETTERHEAD OF VENABLE LLP]
January 18, 2007
Tortoise Capital Resources Corporation
10801 Mastin Boulevard, Suite 222
Overland Park, Kansas 66210
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Re: |
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Registration Statement on Form N-2: File No. 333-136923 |
Ladies and Gentlemen:
We have served as Maryland counsel to Tortoise Capital Resources Corporation, a Maryland
corporation (the Company), and a business development company under the Investment Company Act of
1940, as amended (the 1940 Act), in connection with certain matters of Maryland law arising out
of the registration of shares (the Shares) of common stock, $.001 par value per share (the
Common Stock), of the Company to be issued in an underwritten initial public offering, covered by
the above-referenced Registration Statement (the Registration Statement), filed by the Company
with the Securities and Exchange Commission (the Commission) under the Securities Act of 1933, as
amended (the 1933 Act). Unless otherwise defined herein, capitalized terms used herein shall
have the meanings assigned to them in the Registration Statement.
In connection with our representation of the Company, and as a basis for the opinion
hereinafter set forth, we have examined originals, or copies certified or otherwise identified to
our satisfaction, of the following documents (hereinafter collectively referred to as the
Documents):
1. The Registration Statement, and all amendments thereto, substantially in the form
transmitted to the Commission under the 1933 Act;
2. The charter of the Company, as amended and restated (the Charter), certified as of a
recent date by the State Department of Assessments and Taxation of Maryland (the SDAT);
3. The Amended and Restated Bylaws of the Company, certified as of the date hereof by an
officer of the Company;
Tortoise Capital Resources Corporation
January 18, 2007
Page 2
4. A certificate of the SDAT as to the good standing of the Company, dated as of a recent
date;
5. Resolutions adopted by the Board of Directors of the Company (the Resolutions) relating
to the authorization of the sale and issuance of the Shares, certified as of the date hereof by an
officer of the Company;
6. A certificate executed by an officer of the Company, dated as of the date hereof; and
7. Such other documents and matters as we have deemed necessary or appropriate to express the
opinion set forth below, subject to the assumptions, limitations and qualifications stated herein.
In expressing the opinion set forth below, we have assumed the following:
1. Each individual executing any of the Documents, whether on behalf of such individual or any
other person, is legally competent to do so.
2. Each individual executing any of the Documents on behalf of a party (other than the
Company) is duly authorized to do so.
3. Each of the parties (other than the Company) executing any of the Documents has duly and
validly executed and delivered each of the Documents to which such party is a signatory, and such
partys obligations set forth therein are legal, valid and binding and are enforceable in
accordance with all stated terms.
4. All Documents submitted to us as originals are authentic. The form and content of all
Documents submitted to us as unexecuted drafts do not differ in any respect relevant to this
opinion from the form and content of such Documents as executed and delivered. All Documents
submitted to us as certified or photostatic copies conform to the original documents. All
signatures on all such Documents are genuine. All public records reviewed or relied upon by us or
on our behalf are true and complete. All representations, warranties, statements and information
contained in the Documents are true and complete. There has been no oral or written modification
of or amendment to any of the Documents, and there has been no waiver of any provision of any of
the Documents, by action or omission of the parties or otherwise.
Tortoise Capital Resources Corporation
January 18, 2007
Page 3
5. Prior to the issuance of the Shares, the Board of Directors, or a duly authorized committee
thereof, will determine the number, and certain terms of issuance, of such Shares (the Corporate
Proceedings).
Based upon the foregoing, and subject to the assumptions, limitations and qualifications
stated herein, it is our opinion that:
1. The Company is a corporation duly incorporated and existing under and by virtue of the laws
of the State of Maryland and is in good standing with the SDAT.
2. The issuance of the Shares has been duly authorized and (assuming that, upon any issuance
of the Shares, the total number of shares of Common Stock issued and outstanding will not exceed
the total number of shares of Common Stock that the Company is then authorized to issue under the
Charter), when and if delivered against payment therefor in accordance with the Resolutions and the
Corporate Proceedings, the Shares will be validly issued, fully paid and nonassessable.
The foregoing opinion is limited to the substantive laws of the State of Maryland and we do
not express any opinion herein concerning any other law. We express no opinion as to compliance
with federal or state securities laws, including the securities laws of the State of Maryland, or
the 1940 Act.
The opinion expressed herein is limited to the matters specifically set forth herein and no
other opinion shall be inferred beyond the matters expressly stated. We assume no obligation to
supplement this opinion if any applicable law changes after the date hereof or if we become aware
of any fact that might change the opinion expressed herein after the date hereof.
This opinion is being furnished to you for submission to the Commission as an exhibit to the
Registration Statement and, accordingly, may not be relied upon by, quoted in any manner to, or
delivered to any other person or entity without, in each instance, our prior written consent. We
hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In
giving this consent, we do not admit that we are within the category of persons whose consent is
required by Section 7 of the 1933 Act.
Very truly yours,
/s/ Venable LLP
61977/222893