Document

We have acted as counsel to Capital Southwest Corporation, a Texas corporation (the “Company”), in connection with the Company’s Registration Statement on Form N-2 (File No. 333-282873) filed under the Securities Act of 1933, as amended (the “Securities Act”), which Registration Statement became automatically effective upon filing with the Securities and Exchange Commission (the “Commission”) on October 29, 2024 pursuant to Rule 462(e) under the Securities Act (as amended as of its most recent effective date, including the exhibits and schedules thereto, all documents incorporated or deemed to be incorporated into the Registration Statement by reference, any information contained in a prospectus supplement relating to the Shares (as defined below) subsequently filed with the Commission pursuant to Rule 424 under the Securities Act and deemed to be a part of the Registration Statement at the time of effectiveness pursuant to Rule 430B under the Securities Act, any registration statement filed pursuant to Rule 462(b) under the Securities Act, and any post-effective amendment thereto, is hereinafter referred to as the “Registration Statement”). The Registration Statement relates to the public offering of securities of the Company that may be offered by the Company from time to time as set forth in the prospectus, dated October 29, 2024, which forms a part of the Registration Statement (the “Base Prospectus”), and as may be set forth from time to time in one or more supplements to the Base Prospectus.

This opinion letter is rendered in connection with the issuance and sale from time to time of shares of the Company’s common stock (the “Shares”), par value $0.25 per share, having an aggregate offering price of up to $2,000,000,000, as described in the prospectus supplement, dated as of October 30, 2024, relating to the Shares (together with the Base Prospectus, the “ATM Prospectus Supplement”), supplement no. 1 to the ATM Prospectus Supplement, dated February 20, 2025 (“Supplement No. 1”), supplement no. 2 to the ATM Prospectus Supplement, dated May 20, 2025 (“Supplement No. 2”), supplement no. 3 to the ATM Prospectus Supplement, dated August 7, 2025 (“Supplement No. 3”), supplement no. 4 to the ATM Prospectus Supplement, dated November 3, 2025 (“Supplement No. 4”), supplement no. 5 to the ATM Prospectus Supplement, dated February 2, 2026 (“Supplement No. 5”), and supplement no. 6 to the ATM Prospectus Supplement, dated May 19, 2026 (“Supplement No. 6” and together with the ATM Prospectus Supplement, Supplement No. 1, Supplement No. 2, Supplement No. 3, Supplement No. 4, and Supplement No. 5, and including, in each case, any information incorporated by reference therein, the “Prospectus”), each filed with the Commission pursuant to Rule 424 under the Securities Act, of which approximately $1.1 billion in aggregate amount of Shares remain available for sale pursuant to the Sales Agreements (as defined herein). The Shares are to be sold by the Company pursuant to (i) those certain third amended and restated equity distribution agreements, each dated as of May 26, 2021 and as amended on each of August 3, 2021, November 2, 2021, August 2, 2022, May 21, 2024, October 30, 2024, and May 19, 2026, by and between the Company and each of Jefferies LLC and Raymond James & Associates, Inc. (the “Third Amended and Restated Agreements”) and (ii) those certain amended and restated equity distribution agreements, each dated as of May 26, 2021 and as amended on each of August 3, 2021, November 2, 2021, August 2, 2022, May 21, 2024, October 30, 2024, and May 19, 2026, by and between the Company and each of Citizens JMP Securities, LLC (f/k/a JMP

With respect to such examination and our opinion expressed herein, we have assumed, without any independent investigation or verification, (i) the genuineness of all signatures on all documents submitted to us for examination, (ii) the legal capacity of all natural persons, (iii) the authenticity of all documents submitted to us as originals, (iv) the conformity to original documents of all documents submitted to us as conformed or reproduced copies and the authenticity of the originals of such copied documents, (v) that all certificates issued by public officials or officers of the Company have been properly issued and that such certificates remain accurate on the date of this letter, (vi) the accuracy and completeness of all corporate records made available to us by the Company, and (vii) that each of the Sales Agreements is a valid and legally binding obligation of the parties thereto (other than the Company).

As to certain matters of fact relevant to the opinions in this opinion letter, we have relied on certificates of officers of the Company, and on the representations, warranties and covenants of the Company set forth in the Sales Agreements. We also have relied on certificates and confirmations of public officials. We have not independently established the facts, or in the case of certificates or confirmations of public officials (which we have assumed remain accurate as of the date of this opinion letter), the other statements, so relied upon.

The opinion set forth below is limited to the effect of the Texas Business Organizations Code, as in effect as of the date hereof, and we express no opinion with respect to any other laws of the state of Texas or the laws of any other jurisdiction. Without limiting the preceding sentence, we express no opinion as to any state securities or broker-dealer laws or regulations thereunder relating to the offer, issuance and sale of the Shares. This opinion letter has been prepared, and should be interpreted, in accordance with customary practice followed in the preparation of opinion letters by lawyers who regularly give, and such customary practice followed by lawyers who on behalf of their clients regularly advise opinion recipients regarding, opinion letters of this kind.

The opinion expressed in this opinion letter is (i) strictly limited to the matters stated in this opinion letter, and without limiting the foregoing, no other opinions are to be inferred and (ii) only as of the date of this opinion letter, and we are under no obligation, and do not undertake, to advise the Company or any other person or entity either of any change of law or fact that occurs, or of any fact that comes to our attention, after the date of this opinion letter, even though such change or such fact may affect the legal analysis or a legal conclusion in this opinion letter.

We hereby consent to the filing of this opinion letter as an exhibit to the Company’s Current Report on Form 8-K, to be filed with the Commission on the date hereof, for incorporation by reference in the Registration Statement and to the reference to our firm in the “Legal Matters” section in the ATM Prospectus Supplement. We do not admit by giving this consent that we are in the category of persons whose consent is required under Section 7 of the Securities Act.


			Eversheds Sutherland (US) LLP 700 Sixth Street, NW, Suite 700 Washington, DC 20001-3980 D: +1 202.383.0806 F: +1 202.637.3593 saranasseri@ eversheds-sutherland.com


			Very truly yours,

			/s/ Eversheds Sutherland (US) LLP