EXHIBIT 5.1
Published on April 3, 2007
Exhibit 5.1
[LETTERHEAD OF VENABLE LLP]
April 2, 2007
Triangle Capital Corporation
Suite 104
3600 Glenwood Avenue
Raleigh, North Carolina 27612
Suite 104
3600 Glenwood Avenue
Raleigh, North Carolina 27612
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have served as Maryland counsel to Triangle Capital 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 up to 900,000 shares (the Shares) of common stock, $0.001 par value per share, of
the Company (the Common Stock) to be issued from time to time pursuant to the Companys 2007
Equity Incentive Plan (the Plan). The Shares are covered by the above-referenced Registration
Statement, and all amendments thereto (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).
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;
2. The charter of the Company (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. A certificate of the SDAT as to the good standing of the Company, dated as of a recent
date;
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5. Resolutions adopted by the Board of Directors of the Company relating to, among other
matters, the adoption of the Plan and the registration and issuance of the Shares (the Board
Resolutions), certified as of the date hereof by an officer of the Company;
6. Resolutions adopted by the sole stockholder of the Company relating to, among other
matters, the approval of the Plan (the Stockholder Resolutions and, together with the Board
Resolutions, the Resolutions), certified as of the date hereof by an officer of the Company;
7. The Plan;
8. A certificate executed by an officer of the Company, dated as of the date hereof; and
9. 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
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waiver of any provision of any of the Documents, by action or omission of the parties or
otherwise.
5. The Shares will not be issued or transferred in violation of any restriction or limitation
contained in the Plan.
6. Each option, restricted stock unit, right or other security exercisable or exchangeable for
a Share pursuant to the Plan (each, an Option) will be duly authorized and validly granted in
accordance with the Plan and exercised or exchanged in accordance with the terms of the Plan,
including any stock option or restricted stock agreement entered into in connection therewith, at
the time of any exercise or exchange of such Option.
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, when and to the extent issued in
accordance with the Resolutions, the Plan and the Registration Statement, and any stock option or
restricted stock agreement utilized under the Plan, the Shares will be (assuming that, upon
issuance, 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) 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 federal
or state securities laws, including the securities laws of the State of Maryland, or the 1940 Act.
To the extent that any matter as to which our opinion is expressed herein would be governed by any
jurisdiction other than the State of Maryland, we do not express any opinion on such matter. 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.
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This opinion is being furnished to you for submission to the Commission as an exhibit to the
Registration Statement. We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of the name of our firm therein. 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