CEI 2015 Form 8K Converts

We have acted as special counsel to Cheniere Energy, Inc., a Delaware corporation (the “Company”), in connection with the preparation of a prospectus supplement dated May 27, 2015 (the “Prospectus Supplement”) filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”), to the prospectus dated May 22, 2015 relating to the offering from time to time of the Company’s securities (the “Base Prospectus” and, together with the Prospectus Supplement, the “Prospectus”). The Base Prospectus is included in the Company’s registration statement on Form S-3 (Registration No. 333-204432) filed by the Company with the Securities and Exchange Commission (the “SEC”) on May 22, 2015 (such registration statement, including the Base Prospectus included therein and the documents incorporated by reference therein, being referred to herein as the “Registration Statement”). The Prospectus relates to the sale, from time to time, of up to $1,367,924,067 of the Company’s 4.875% Unsecured PIK Convertible Notes due 2021 (the “Notes”) by certain selling securityholders (the “Selling Securityholders”) named in the Prospectus. The Notes were sold to the Selling Securityholders pursuant to an Amended and Restated Subscription Agreement, dated as of November 26, 2014, by and among the Company, RRJ Capital II LTD, Baytree Investments (Mauritius) Pte Ltd and SeaTown Lionfish Pte. Ltd. (the “Subscription Agreement”). The Notes were issued under an Indenture, dated as of November 28, 2014 (the “Indenture”), between the Company and The Bank of New York Mellon, as trustee (the “Trustee”), and pursuant to the terms set forth in Indenture, the Notes will be convertible into shares of the Company’s common stock, par value $0.003 per share (the “Common Stock”).

We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such agreements, certificates of public officials, certificates of officers or other representatives of the Company and others, and such other documents, certificates and records as we have deemed necessary or appropriate as a basis for the opinions set forth herein, and we have made such investigations of law, as we have deemed appropriate as a basis for the opinions expressed below.

In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as certified, conformed or photostatic copies. In making our examination of executed documents or documents to be executed, we have assumed that the parties thereto, other than the Company, had or will have the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and execution and delivery by such parties of such documents and, except as set forth below, the validity and binding effect on such parties. As to any facts material to the opinions expressed herein which we have not independently established or verified, we have relied upon statements and representations of officers and other representatives of the Company and others.

2.The shares of Common Stock into which the Notes are convertible at the initial conversion price provided in the Indenture have been duly authorized by the Company and reserved for issuance upon such conversion and, upon issuance of such shares of Common Stock on conversion of the Notes in accordance with the terms of the Indenture and the terms of the Notes at conversion prices at or in excess of the par value of such shares of Common Stock, will be validly issued, fully paid and nonassessable.

The opinion set forth in paragraph 1 above is subject to applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfer or conveyance), reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), including, without limitation, (a) the possible unavailability of specific performance, injunctive relief or any other equitable remedy and (b) concepts of materiality, reasonableness, good faith and fair dealing, and we express no opinion herein with respect to provisions relating to severability or separability. The opinion set forth in paragraph 1 above, insofar as it pertains to the choice of law provision of the Notes and the Indenture, is rendered solely in reliance upon New York General Obligations Law Section 5-1401, and is expressly conditioned upon the assumption that the legality, validity, binding effect and enforceability of said provision will be determined by a court of the State of New York or a United States federal court sitting in New York and applying New York choice of law rules, including said Section 5-1401. We express no opinion as to any constitutional limitations upon said Section 5-1401 or their effect, if any, upon any opinion herein expressed.

In rendering the opinion set forth in paragraph 1 above with respect to the Notes, we have assumed that the form and terms of such Notes, the issuance, sale and delivery thereof by the Company, and the incurrence and performance by the Company of its obligations thereunder or in respect thereof (including, without limitation, the Company’s obligations under the Indenture with respect to the Notes) in accordance with the terms thereof, comply with, and do not violate, any applicable order, judgment, decree or award, or any contract, indenture, mortgage, loan agreement, note, lease or other agreement or instrument, in each case, binding upon the Company, or to which the issuance, sale and delivery of such Notes, or the incurrence and performance of such obligations, may be subject.

We consent to the filing by you of this opinion as an exhibit to the Company’s Current Report on Form 8-K filed on the date hereof, and we further consent to the use of our name under the caption “Legal Matters” in the Prospectus. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC. This opinion is expressed as of the date hereof, and we disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in law.



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Cheniere Energy, Inc. 700 Milam Street, Suite 1900 Houston, Texas 77002



Re:	Cheniere Energy, Inc. - Up to $1,367,924,075 aggregate principal amount of 4.875% Unsecured PIK Convertible Notes due 2021.