EXHIBIT L
Published on August 13, 2008
Exhibit
(l)
August 13, 2008
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 N-2 (File No. 333-151930)
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 shares (the Shares) of common stock, $0.001 par value per share (the Common
Stock), of the Company having an aggregate initial offering price of up to $300,000,000, covered
by the above-referenced Registration Statement, and all amendments thereto (the Registration
Statement), filed by the Company with the 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 and the form of prospectus included therein, substantially in
the form transmitted to the Commission under the 1933 Act;
2. The charter of the Company (the Charter), certified by the State Department of
Assessments and Taxation of Maryland (the SDAT);
3. The Amended and Restated Bylaws of the Company (the Bylaws), 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 (the Board) relating to the
registration of the Shares (the Resolutions), certified as of the date hereof by an officer of
the Company;
6. A certificate executed by an officer of the Company, dated as of the date hereof; and
7. 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 waiver of any provision of any of
the Documents, by action or omission of the parties or otherwise.
5. Prior to the issuance of any of the Shares, the Board, or a duly authorized committee
thereof, will, in accordance with the Maryland General Corporation Law, the Charter, the Bylaws and
the Resolutions, determine the number, and certain terms of issuance, of such Shares (the
Corporate Proceedings).
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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. Upon completion of the Corporate Proceedings, the issuance of the Shares will have been
duly authorized and, when and if delivered against payment therefor in accordance with the
Registration Statement, the Resolutions and the Corporate Proceedings, the Shares will be (assuming
that, upon the issuance of any of the 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) 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.
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. 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.
Very truly yours,
/s/ Venable LLP