<DOCUMENT>
<TYPE>EX-5.2
<SEQUENCE>5
<FILENAME>h01912exv5w2.txt
<DESCRIPTION>EX-5.2 OPINION OF LATHAM & WATKINS LLP REGARDING THE VALIDITY OF THE CONVERTIBLE SENIOR NOTES
<TEXT>
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                                                                     Exhibit 5.2

(LATHAM & WATKINS LLP LETTER HEAD)




March 3, 2008


Canadian Solar Inc.
199 Lushan Road
Suzhou New District
Suzhou 215129
People's Republic of China




     Re: $75,000,000 Aggregate Principal Amount of 6.0% Convertible Senior Notes
         due 2017
         --------------------------------------------------------------------

Ladies and Gentlemen:

     We have acted as special United States counsel to Canadian Solar Inc., a
Canadian corporation (the "Company"), in connection with the issuance of
$75,000,000 aggregate principal amount of 6.0% Senior Convertible Notes due 2017
(the "Notes"), convertible into common shares, without par value, of the Company
(the "Common Shares"), under an Indenture dated as of December 10, 2007, in the
form most recently filed as an exhibit to the Registration Statement (as herein
defined) and an officers' certificate dated December 10, 2007 setting forth the
terms of the Notes (the "Indenture") between the Company and The Bank of New
York, as trustee (the "Trustee"), and pursuant to a registration statement on
Form F-3 under the Securities Act of 1933, as amended (the "Act"), filed with
the Securities and Exchange Commission (the "Commission") on March 3, 2008 (the
"Registration Statement"). This opinion is being furnished in connection with
the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no
opinion is expressed herein as to any matter pertaining to the contents of the
Registration Statement or related prospectus, other than as expressly stated
herein with respect to the issue of the Notes.

     As such counsel, we have examined such matters of fact and questions of law
as we have considered appropriate for purposes of this letter. With your
consent, we have relied upon certificates and other assurances of officers of
the Company and others as to factual matters without having independently
verified such factual matters. We are opining herein as to the internal laws of
the State of New York, and we express no opinion with respect to the
applicability thereto, or the effect thereon, of the laws of any other
jurisdiction or as to any matters of municipal law or the laws of any local
agencies within any state.

     Subject to the foregoing and the other matters set forth herein, it is our
opinion that, as of the date hereof, when the Notes have been duly executed,
issued, and authenticated in accordance with the terms of the Indenture and
delivered against payment therefor in the circumstances contemplated by the
Registration Statement, the Notes will have been duly authorized by all
necessary corporate action of the Company and will be legally valid and binding
obligations of the Company enforceable against the Company in accordance with
their terms.


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MARCH 3, 2008
PAGE 2


(LATHAM & WATKINS LLP LETTERHEAD)

     Our opinion is subject to: (i) the effect of bankruptcy, insolvency,
reorganization, preference, fraudulent transfer, moratorium or other similar
laws relating to or affecting the rights and remedies of creditors, or the
judicial application of foreign laws or governmental actions affecting
creditors' rights; (ii) the effect of general principles of equity, whether
considered in a proceeding in equity or at law (including the possible
unavailability of specific performance or injunctive relief), concepts of
materiality, reasonableness, good faith and fair dealing, and the discretion of
the court before which a proceeding is brought; (iii) the invalidity under
certain circumstances under law or court decisions of provisions providing for
the indemnification of or contribution to a party with respect to a liability
where such indemnification or contribution is contrary to public policy; and
(iv) we express no opinion as to (a) any provision for liquidated damages,
default interest, late charges, monetary penalties, make-whole premiums or other
economic remedies to the extent such provisions are deemed to constitute a
penalty, (b) consents to, or restrictions upon, governing law, jurisdiction,
venue, arbitration, remedies, or judicial relief, (c) the waiver of rights or
defenses contained in Section 3.09 of the Indenture; (d) any provision requiring
the payment of attorneys' fees, where such payment is contrary to law or public
policy; (e) any provision to the extent it requires that a claim with respect to
the Notes (or a judgment in respect of such a claim) be converted into U.S.
dollars at a rate of exchange at a particular date, to the extent applicable law
otherwise provides; and (f) the severability, if invalid, of provisions to the
foregoing effect.

     With your consent, we have assumed (a) that the Indenture and the Notes
(collectively, the "Documents") have been duly authorized, executed and
delivered by the parties thereto other than the Company, (b) that the Documents
constitute legally valid and binding obligations of the parties thereto other
than the Company, enforceable against each of them in accordance with their
respective terms, and (c) that the status of the Documents as legally valid and
binding obligations of the parties is not affected by any (i) breaches of, or
defaults under, agreements or instruments, (ii) violations of statutes, rules,
regulations or court or governmental orders, or (iii) failures to obtain
required consents, approvals or authorizations from, or make required
registrations, declarations or filings with, governmental authorities.

     This opinion is for your benefit in connection with the Registration
Statement and may be relied upon by you and by persons entitled to rely upon it
pursuant to the applicable provisions of the Act. We consent to your filing this
opinion as an exhibit to the Registration Statement and to the reference to our
firm contained in the Prospectus under the heading "Legal Matters." In giving
such consent, we do not thereby admit that we are in the category of persons
whose consent is required under Section 7 of the Act or the rules and
regulations of the Commission thereunder.



                                                        Very truly yours,

                                                        /s/ Latham & Watkins LLP

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</DOCUMENT>
