GECCZ Great Elm Capital Corporation

Exhibit (l)(1)

September 12, 2024

Great Elm Capital Corp.

3801 PGA Blvd., Suite 603

Palm Beach Gardens, Florida 33410

Ladies and Gentlemen:

Great Elm Capital Corp., a Maryland corporation (the “Company”) has filed with the Securities and Exchange Commission a Registration Statement on Form N-2 (the “Abbreviated Registration Statement”) for the purpose of registering under the Securities Act of 1933, as amended (the “Securities Act”), $6,900,000 aggregate principal amount of the Company’s notes due 2029 (the “Securities”), including up to $900,000 aggregate principal amount of Securities subject to the underwriters’ option to purchase additional Securities, as described in the Registration Statement on Form N-2 (File No. 333-281177) initially filed on August 1, 2024 and declared effective on September 12, 2024 (the “Initial Registration Statement”). The Securities are to be purchased by certain underwriters and offered for sale to the public together with the securities registered pursuant to the Initial Registration Statement. The Securities are to be issued pursuant to the provisions of the Indenture, dated as of September 18, 2017 (the “Base Indenture”) between the Company and Equiniti Trust Company, LLC, as trustee (the “Trustee”), as supplemented by the Seventh Supplemental Indenture establishing the terms of the Securities, to be entered into by the Company and the Trustee (the “Seventh Supplemental Indenture” and, together with the Base Indenture, the “Indenture”).

We, as your counsel, have examined originals or copies of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable for the purpose of rendering this opinion.

In rendering the opinion expressed herein, we have, without independent inquiry or investigation, assumed that (i) all documents submitted to us as originals are authentic and complete, (ii) all documents submitted to us as copies conform to authentic, complete originals, (iii) all signatures on all documents that we reviewed are genuine, (iv) all natural persons executing documents had and have the legal capacity to do so, (v) all statements in certificates of public officials and officers of the Company that we reviewed were and are accurate and (vi) all representations made by the Company as to matters of fact in the documents that we reviewed were and are accurate.

Based upon the foregoing, and subject to the additional assumptions and qualifications set forth below, we advise you that, in our opinion, when the definitive terms of the Securities to be sold have been approved by or on behalf of the Board of Directors of the Company, and when the Securities have been duly executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for in accordance with the terms of the Underwriting Agreement referred to in the prospectus included in the Initial Registration Statement and incorporated by reference in the Abbreviated Registration Statement, the Securities will constitute valid and binding obligations of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability, provided that we express no opinion as to (x) the enforceability of any waiver of rights under any usury or stay law, (y) the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above or (z) the validity, legally binding effect or enforceability of any provision that permits holders to collect any portion of stated principal amount upon acceleration of the Securities to the extent determined to constitute unearned interest.

In connection with the opinion expressed above, we have assumed that the Company is validly existing as a corporation in good standing under the laws of the State of Maryland. In addition, we have assumed the Indenture and the Securities (collectively, the “Documents”) are valid, binding and enforceable agreements of each party thereto (other than as expressly covered above in respect of the Company). We have also assumed that the execution, delivery and performance by each party to each Document to which it is a party (a) are within its corporate powers, (b) do not contravene, or constitute a default under, the certificate of incorporation or bylaws or other constitutive documents of such party, (c) require no action by or in respect of, or filing with, any governmental body, agency or official and (d) do not contravene, or constitute a default under, any provision of applicable law or regulation or any judgment, injunction, order or decree or any agreement or other instrument binding upon such party.

We are members of the Bar of the State of New York and the foregoing opinion is limited to the laws of the State of New York, except that we express no opinion as to any law, rule or regulation that is applicable to the Company, the Documents or such transactions solely because such law, rule or regulation is part of a regulatory regime applicable to any party to any of the Documents or any of its affiliates due to the specific assets or business of such party or such affiliate. Insofar as the foregoing opinion involves matters governed by the laws of Maryland, we have relied, without independent inquiry or investigation, on the opinion of Venable LLP filed with the Abbreviated Registration Statement.

We hereby consent to the filing of this opinion as an exhibit to the Abbreviated Registration Statement and further consent to the reference to our name under the caption “Legal Matters” in the prospectus included in the Initial Registration Statement and incorporated by reference in the Abbreviated Registration Statement. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.

Exhibit (l)(2)

		750 E. PRATT STREET SUITE 900 BALTIMORE, MD 21202
		T 410.244.7400 F 410.244.7742 www.Venable.com

September 12, 2024

Great Elm Capital Corp.

3801 PGA Boulevard, Suite 603

Palm Beach Gardens, Florida 33410

Relating to Registration Statement on Form N-2 (1933 Act File No.

333-281177) (the “Initial Registration Statement”)

Ladies and Gentlemen:

We have served as Maryland counsel to Great Elm Capital Corp., 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 by the Company of up to an additional $6,900,000 in aggregate principal amount of Notes (the “Notes”) (including up to $900,000 in Notes issuable pursuant to an option granted to the underwriters) of the Company, covered by the above-referenced Registration Statement to be filed by the Company with the United States Securities and Exchange Commission (the “Commission”) pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “1933 Act”), on or about the date hereof.

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, the Initial Registration Statement and the related form of prospectus included in the Registration Statement, substantially in the form in which it was transmitted to the Commission under the 1933 Act;

2. The charter of the Company, certified by the State Department of Assessments and Taxation of Maryland (the “SDAT”);

3. The Bylaws of the Company, 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;

Great Elm Capital Corp.

September 12, 2024

Page 2

5. Resolutions (the “Resolutions”) adopted by the Board of Directors of the Company relating to the authorization of the filing of the Registration Statement and the sale and issuance of the Notes, 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 party’s 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 the Notes, the final terms of the Notes will be established in accordance with the Resolutions and the Registration Statement.

Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that:

Great Elm Capital Corp.

September 12, 2024

Page 3

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 and the Company has the corporate power to issue the Notes.

2. The issuance of the Notes has been duly authorized and, when and if issued and delivered against payment therefor in accordance with the Resolutions and the Registration Statement, the Notes will be validly issued.

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 the applicability or effect of the 1940 Act or other federal securities laws, or state securities laws, including the securities laws of the State of Maryland. To the extent that any matter as to which our opinion is expressed herein would be governed by the laws of any jurisdiction other than the State of Maryland, we do not express any opinion on such matter.

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 and to the use of the name of our firm therein and in the prospectus included in the Initial Registration Statement and incorporated by reference in 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.

Exhibit (n)(1)

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form N-2 of our report dated February 29, 2024, relating to the financial statements and financial highlights of Great Elm Capital Corp. appearing in the Annual Report on Form 10-K of Great Elm Capital Corp. for the year ended December 31, 2023, and to the references to us under the headings “Financial Highlights”, “Senior Securities” and “Independent Registered Public Accounting Firm” in the Registration Statement on Form N-2 (No. 333-281177) incorporated by reference in this Registration Statement.

/s/ Deloitte & Touche LLP

Boston, MA

September 12, 2024

Exhibit (s)

Calculation of Filing Fee Table

Form N-2

(Form Type)

Great Elm Capital Corp.

(Exact Name of Registration as Specified in its Charter)

Table 1: Newly Registered Securities

Great Elm Capital (NASDAQ:GECCZ)
Historical Stock Chart
From Dec 2024 to Jan 2025

Great Elm Capital (NASDAQ:GECCZ)
Historical Stock Chart
From Jan 2024 to Jan 2025