EX-5.1 2 d256826dex51.htm EXHIBIT 5.1

Exhibit 5.1

Exhibit 5.1

Barristers & Solicitors

November 25, 2011 Wayne T. Egan T: 416-947-5086 wegan@weirfoulds.com   File 11628.00001

Canadian Solar Inc.

Xin Zhuang Industry Park

Changshu, Suzhou

Jiangsu 215562

People’s Republic of China

Dear Sirs:

Re: Canadian Solar Inc. (the “Company”)

We have acted as legal counsel in Canada to the Company, a limited liability corporation formed under the federal corporate laws of Canada, in connection with a registration statement on Form S-8 (the “Registration Statement”) dated November 25, 2011 to be filed with the U.S. Securities and Exchange Commission (the “Commission”) relating to the registration under the U.S. Securities Act of 1933, as amended, (the “Securities Act”) of an amount of common shares in the capital of the Company (the “Common Shares”) for issuance pursuant to the following amended and restated share incentive plan of the Company (the “Plan”).

Share Incentive Plan

As Canadian counsel to the Company, we have examined the corporate authorisations of the Company in connection with the Plan and the issue of the Common Shares by the Company and have assumed that the Common Shares will be issued in accordance with the Plan and the resolutions authorising their issue.

It is our opinion that the Common Shares to be issued by the Company under the Plan have been duly and validly authorised, and when issued, sold and paid for in the manner described in the Plan and in accordance with the resolutions adopted by the Board of Directors of the Company (or any committee to whom the Board of Directors have delegated their powers with respect to administration of the Plan) and when appropriate entries have been made in the securities register recording the shareholders of the Company, will be legally issued, fully paid and non-assessable.

We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references to us in the Registration Statement and any amendments thereto. In

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giving such consent, we do not consider that we are “experts” within the meaning of such term as used in the Securities Act, or the rules and regulations of the Commission issued thereunder, with respect to any part of the Registration Statement, including this opinion as an exhibit or otherwise.

Yours truly,

/s/ WeirFoulds LLP