EXHIBIT L
[Letterhead of Venable LLP]
July 2, 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:
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File No. 333-142859 |
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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 relating to
the registration by the Company of (i) 3,097,721 shares (the Resale Shares) of common stock, par
value $.001 per share (the Common Stock), of the Company, offered by the stockholders (the
Selling Stockholders) of the Company named under the caption Selling Stockholders in the
above-referenced Registration Statement, and all amendments thereto (collectively, the
Registration Statement), filed by the Company with the United States Securities and Exchange
Commission (the Commission) under the Securities Act of 1933, as amended (the 1933 Act), (ii)
up to 948,005 warrants (the Warrants) to purchase shares of Common Stock, offered by the Selling
Stockholders, and (iii) up to 948,005 shares (the Warrant Shares) of Common Stock to be issued by
the Company upon exercise of the Warrants, covered by 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 (collectively, the Documents):
1. The Registration Statement and the related form of prospectus included
therein in the form in which it was filed with 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;
4. Resolutions adopted by the Board of Directors of the Company (the
Resolutions) relating to, among other matters, the issuance and registration of the
Resale
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Tortoise Capital Resources Corporation
July 2, 2007
Page 2
Shares, the Warrants and the Warrant Shares, certified as of the date hereof by an officer of the
Company;
5. The Warrant Agreement, dated as of December 8, 2005 (the Warrant
Agreement), by and between the Company and Computershare Investor Services, LLC;
6. A certificate of the SDAT as to the good standing of the Company, dated
as of a recent date;
7. A certificate executed by an officer of the Company, dated as of the date
hereof; and
8. 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 another 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 the obligations of such party 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 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.
[Letterhead of Venable LLP]
Tortoise Capital Resources Corporation
July 2, 2007
Page 3
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 Resale Shares have been duly authorized and are validly issued, fully
paid and nonassessable.
3. The Warrants have been duly authorized and are validly issued.
4. The Warrant Shares have been duly authorized and (assuming that, upon
any issuance of the Warrant 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 issued and delivered against payment
therefor in accordance with the Warrant Agreement and the Resolutions, will be validly issued,
fully paid and nonassessable.
The foregoing opinion is limited to the 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, or the
applicability of, federal or state securities laws, including the securities laws of the State of
Maryland, or the 1940 Act. The opinion expressed herein is subject to the effect of judicial
decisions which may permit the introduction of parol evidence to modify the terms or the
interpretation of agreements.
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. Accordingly, this opinion 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.
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Very truly yours,
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/s/ Venable LLP
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