Ascent Solar Files To Offer Up To 2M Shares According To S-3

We have acted as counsel to Ascent Solar Technologies, Inc., a Delaware corporation (the "Company"), in connection with the preparation and filing with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"), of the Company's Registration Statement on Form S-3 (the "Registration Statement"), for the sale from time to time of up to 2,000,000 shares (the "Covered Securities") of the Company's common stock, $0.0001 par value per share ("Common Stock") by a certain selling stockholder (the "Selling Stockholder"). The Covered Securities consist of up to 2,000,000 shares of Common Stock issuable upon (i) conversion of the Company's Senior Secured Convertible Notes due 2018 (the "Notes") and (ii) payments of principal and interest on the Notes, in the event that the Company elects to pay such amounts in the form of Common Stock rather than cash.