Exhibit 5.1
July 31, 2020
Brookfield Renewable Corporation
250 Vesey Street, 15th Floor
New York, New York 10281
Ladies and Gentlemen:
We have acted as legal counsel to Brookfield Renewable Corporation, a corporation organized under the laws of British Columbia (the “Company”), in connection with the registration under the Securities Act of 1933, as amended (the “Act”) of 121,506 class A exchangeable subordinate voting shares of the Company (the “RSU Shares”) which are reserved for issuance pursuant to restricted share units granted under the 2018 Amended and Restated Long-Term Incentive Plan (the “Plan”) assumed by the Company in connection with the TERP Acquisition, as such term is defined in the Registration Statement (defined below).
We are providing this opinion in connection with the filing of a registration statement on Form S-8 (as amended and supplemented, the “Registration Statement”) by the Company with the U.S. Securities and Exchange Commission under the Act, relating to the registration of the RSU Shares under the Act.
For the purposes of this opinion, we have examined and relied upon, amongst other things, the following:
| 1. | resolutions of the Board of Directors of the Company dated July 16, 2020 that relate, among other things, to the Registration Statement and the actions to be taken in connection the reservation of the RSU Shares; |
| 2. | the Registration Statement; and |
| 3. | such other corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers and representatives of the Company as we have deemed relevant and necessary as a basis for the opinions hereafter set forth. |
In all such examinations, we have assumed the genuineness of all signatures, the authenticity of all documents, certificates and instruments submitted to us as originals and the conformity with the originals of all documents submitted to us as copies. We have also made