<PAGE> 1
[SUTHERLAND ASBILL & BRENNAN LLP LETTERHEAD]
CYNTHIA M. KRUS
DIRECT LINE: 202.383.0218
Internet:[email protected]
August 11, 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 from time to time by
the Company of up to $310,500,000 of the Company's common stock, par value
$0.0001 per share (the "Common Stock"), preferred stock (the "Preferred Stock"),
and/or debt securities (the "Debt Securities") and up to 4,999,725 shares of
Common Stock. All the shares of Common Stock, Preferred Stock and Debt
Securities are collectively referred to herein as "Securities." Such offering is
the subject of a registration statement on Form N-2 (the "Registration
Statement"), under the Securities Act of 1933, as amended (the "Act") being
filed by the Company. The Registration Statement provides that the Securities
may be offered in separate series, in amounts, at prices, and on terms to be set
forth in one or more supplements (each a "Prospectus Supplement") to the final
prospectus (the "Prospectus").
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 Securities,
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
August 11, 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.
We assume that the issuance, sale and amount of the Securities to be
offered from time to time will be authorized and determined by proper action of
the Board in accordance with the parameters described in the Registration
Statement (each, a "Board Action") and in accordance with the Company's Charter
and Bylaws and with applicable Maryland law.
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 due authorization by Board Action of the issuance of the
Common Stock, and upon the consummation of the sale of the
Common Stock and the payment of the consideration therefor in
accordance with the terms and provisions of such Board Action,
the Common Stock will be duly authorized, validly issued,
fully paid and nonassessable.
3. Upon due authorization by Board Action of the issuance of the
Preferred Stock, and upon consideration of the sale of the
Preferred Stock and the payment of the consideration therefor
in accordance with the terms and provisions of such Board
Action, the Preferred Stock will be duly authorized, validly
issued, fully paid and nonassessable.
4. Upon due authorization by Board Action of the issuance of the
Debt Securities, and upon consideration of the sale of the
Debt Securities and the payment of the consideration therefor
in accordance with the terms and provisions of such Board
Action, the Debt Securities will be duly authorized, validly
issued, and delivered.
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
<PAGE> 3
Allied Capital Corporation
August 11, 2000
Page 3
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
