Attached files
| file | filename |
|---|---|
| S-1/A - Green Brick Partners, Inc. | v205281_s1a.htm |
| EX-4.5 - Green Brick Partners, Inc. | v205281_ex4-5.htm |
| EX-8.1 - Green Brick Partners, Inc. | v205281_ex8-1.htm |
| EX-4.6 - Green Brick Partners, Inc. | v205281_ex4-6.htm |
| EX-10.7 - Green Brick Partners, Inc. | v205281_ex10-7.htm |
| EX-23.1 - Green Brick Partners, Inc. | v205281_ex23-1.htm |
Exhibit
5.1
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[Letterhead
of]
CRAVATH,
SWAINE & MOORE LLP
[New
York Office]
|
December
14, 2010
BioFuel Energy
Corp.
Registration Statement on
Form S-1
Ladies
and Gentlemen:
We have
acted as counsel to BioFuel Energy Corp., a Delaware corporation (the “Company”), in
connection with the filing by the Company with the Securities and Exchange
Commission (the “Commission”) of a
registration statement on Form S-1 (Registration No. 333-169982) (the
“Registration
Statement”) under the Securities Act of 1933, as amended (the “Securities Act”),
relating to the registration under the Securities Act of (i) subscription rights
of the Company (the “Rights”), (ii) shares
of series A non-voting convertible preferred stock of the Company
(the “Preferred
Stock”), (iii) depositary shares each representing a fractional interest
in a share of Preferred Stock (the “Depositary Shares”)
and (iv) shares of common stock of the Company (the “Common Stock”), in
each case referred to therein.
In that
connection, we have examined originals, or copies certified or otherwise
identified to our satisfaction, of the Registration Statement and the exhibits
thereto and such documents, corporate records and other instruments as we have
deemed necessary or appropriate for the purposes of this opinion, including,
without limitation, the Amended and Restated Certificate of Incorporation of the
Company, the Amended and Restated By-laws of the Company, a specimen certificate
representing the shares of Common Stock, a specimen certificate representing the
shares of Preferred Stock, the Certificate of Designations (the “Certificate of
Designations”) for the Preferred Stock, the form of depositary receipt
representing the Depositary Shares, the form of Deposit Agreement (the “Deposit Agreement”)
to be entered into between the Company and BNY Mellon Shareowner Services, as
depositary (the “Depositary”), the
form of rights certificate representing the Rights, and the resolutions adopted
by the Board of Directors of the Company on September 24, 2010, December 8, 2010
and December 14, 2010.
2
In
rendering our opinion, we have assumed the genuineness of all signatures, the
legal capacity of all natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified, conformed or photostatic copies, and the
authenticity of the originals of such latter documents. As to all
questions of fact material to this opinion that have not been independently
established, we have relied upon certificates or comparable documents of
officers and representatives of the Company.
Based on
the foregoing and subject to the qualifications set forth herein, we are of
opinion as follows:
1. The
Rights have been duly and validly authorized, and, when validly issued in
accordance with such authorization, will constitute legal, valid and binding
obligations of the Company, enforceable against the Company in accordance with
their terms (subject to applicable bankruptcy, insolvency, reorganization,
moratorium, fraudulent transfer and other similar laws affecting creditors’
rights generally from time to time in effect and to general principles of
equity, including, without limitation, concepts of materiality, reasonableness,
good faith and fair dealing, regardless of whether considered in a proceeding in
equity or at law).
2. The
shares of Preferred Stock represented by the Depositary Shares have been duly
and validly authorized and, upon issuance thereof in the manner described in the
Registration Statement, will be validly issued, fully paid and
nonassessable.
3. The
Depositary Shares issuable upon the exercise of the Rights have been duly and
validly authorized and, upon (i) issuance of the Preferred Stock in the manner
described in the Registration Statement and the deposit thereof with the
Depositary, (ii) the depositary receipts representing the Depositary Shares
having been duly executed, countersigned, registered and delivered in accordance
with the Deposit Agreement and (iii) the due exercise of the Rights, the
Depositary Shares will be validly issued and will entitle the holders of the
Depositary Shares to the rights specified in the Deposit Agreement.
4. Upon
the issuance of the shares of Common Stock upon conversion of the Preferred
Stock in accordance with the terms of the Certificate of Designations and the
Amended and Restated Certificate of Incorporation of the Company, such shares of
Common Stock into which the shares of Preferred Stock are convertible will be
validly issued, fully paid and nonassessable.
We are
admitted to practice in the State of New York, and we express no opinion as to
matters governed by any laws other than the laws of the State of New York, the
General Corporation Law of the State of Delaware and the Federal laws of the
United States of America. The reference and limitation to the
“General Corporation Law of the State of Delaware” includes the statutory
provisions and all applicable reported judicial decisions interpreting these
laws.
3
We hereby
consent to the filing of this opinion with the Commission as Exhibit 5.1 to
the Registration Statement. We also consent to the reference to our
firm under the caption “Legal Matters” in the prospectus constituting a part of
the Registration Statement. In giving such consent, we do not admit
that we are included in the category of persons whose consent is required under
Section 7 of the Securities Act or the rules and regulations of the
Commission.
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Very
truly yours,
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|
|
/s/
Cravath, Swaine & Moore LLP
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|
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BioFuel
Energy Corp.
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|
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1600
Broadway, Suite 2200
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Denver,
CO 80202
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|
O
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