Exhibit l
October 17, 2006
Hercules Technology Growth Capital, Inc.
525 University Avenue, Suite 700
Palo Alto, CA 94301
Ladies and Gentlemen:
We have acted as counsel to Hercules Technology Growth Capital, Inc., a Maryland corporation
(the “Company”), in connection with a registration statement on Form N-2, File No. 333-136918 (the
“Registration Statement”), filed by the Company under the Securities Act of 1933, as amended (the
“Act”), relating to (i) the offering from time to time by the Company of up to 8,000,000 shares of
the Company’s common stock, par value $0.001 per share (the “Common Stock”) and (ii) the sale by
the selling shareholders named in the Registration Statement (the “Selling Shareholders”) of an
aggregate of 444,150 shares of the Company’s common stock, par value $0.001 per share, in
connection with the offering described in the Registration Statement, which shares have been issued
and are outstanding (the “Selling Shareholder Shares”). The Registration Statement provides that
the Common Stock may be offered 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 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.
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 Common Stock 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. The Selling Shareholder Shares have been duly authorized and validly issued, and are 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.
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Very truly yours, |
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/s/ Sutherland Asbill & Brennan LLP
Sutherland Asbill & Brennan LLP
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