<PAGE> 1
EXHIBIT 11.l.(1)
[SUTHERLAND ASBILL & BRENNAN LLP LETTERHEAD]
CYNTHIA M. KRUS
DIRECT LINE: 202.383.0218
Internet:[email protected]
December 8, 2000
Allied Capital Corporation
1919 Pennsylvania Avenue, N.W.
3rd Floor
Washington, D.C. 20006
Ladies and Gentlemen:
We have acted as counsel to Allied Capital Corporation, a Maryland
corporation (the "Company"), in connection with the offering by the Company of
up to 4,200,000 shares of the Company's common stock, par value $0.0001 per
share (the "Common Stock"). Such offering is the subject of a registration
statement on Form N-14 (the "Registration Statement"), under the Securities Act
of 1933, as amended (the "Act") being filed by the Company. The Registration
Statement provides that the Common Stock is to be offered in connection with the
merger (the "Merger") of BLC Financial Services, Inc. ("BLC") with Allied
Capital B Sub Corporation with BLC as the surviving corporation. Shareholders of
BLC will receive 0.180 shares of Allied Capital Common Stock for each share of
BLC common stock owned by them on the terms and conditions as set forth in the
Registration Statement.
We have participated in the preparation of the Registration Statement
and have examined originals or copies, certified or otherwise identified to our
satisfaction by public officials or officers of the Company as authentic copies
of originals, of (i) the Company's charter (the "Charter") and its bylaws (the
"Bylaws"), (ii) resolutions of the board of directors of the Company (the
"Board") relating to the authorization of the preparation and filing of the
Registration Statement and approving the offer and issuance of the Common Stock,
and (iii) such other documents as in our judgment were necessary to enable us to
render the opinions expressed below.
In our review and examination of all such documents, we have assumed
the legal capacity of all natural persons, the genuineness of all signatures,
the authenticity of all documents and records submitted to us as originals, and
the conformity with authentic originals of all documents and records submitted
to us as copies. We have assumed without verification the accuracy and
completeness of all corporate records made available to us by the Company.
<PAGE> 2
Allied Capital Corporation
December 8, 2000
Page 2
To the extent we have deemed appropriate, we have relied upon
certificates of public officials and certificates and statements of corporate
officers of the Company as to certain factual matters.
This opinion is limited to the laws of the State of Maryland, and we
express no opinion with respect to the laws of any other jurisdiction. The
opinions expressed in this letter are based on our review of the General
Corporation Law of Maryland.
Based upon and subject to the foregoing and our investigation of such
matters of law as we have considered advisable, we are of the opinion that:
1. The Company is a corporation duly incorporated and existing
under the laws of the State of Maryland.
2. Upon the consummation of the Merger, the Common Stock will be
duly authorized, validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm in the "Legal Matters"
section of the prospectus included in the Registration Statement. We do not
admit by giving this consent that we are in the category of persons whose
consent is required under Section 7 of the Securities Act of 1933, as amended.
Very truly yours,
SUTHERLAND ASBILL & BRENNAN LLP
By: /s/ Cynthia M. Krus
------------------------------
Cynthia M. Krus
