On May 15, 2012, Lime Energy Co. (the "Company" or "Lime"), entered into a subscription agreement with Mr. Richard Kiphart to sell to Mr. Kiphart one million shares of its common stock (the "Shares") at the most recent consolidated closing bid price on the NASDAQ Capital Market of $2.55 per share. The sale of the Shares has been registered on the Company's Registration Statement on Form S-3 (SEC File No. 333-176622) and is made pursuant to a prospectus dated September 1, 2011 and prospectus supplement dated May 15, 2012. Mr. Kiphart is a member of Lime's Board of Directors. Proceeds from the sale will be used for general corporate purposes.

The foregoing description of the Subscription Agreement is not intended to be complete and is qualified in its entirety by the complete text of the Form of Subscription Agreement which is attached as exhibit 10.1, to this report and is incorporated herein by reference.

On May 15, 2012, Greenberg Glusker Fields Claman & Machtinger LLP issued its opinion relating to legality of the shares of common stock offered and sold by the Company pursuant to Subscription Agreement. A copy of the opinion is filed as Exhibit 5.1 to this Form 8-K.

(d) Exhibits

5.1     Opinion of Greenberg Glusker Fields Claman & Machtinger LLP dated
        May 15, 2012
10.1    Form of Subscription Agreement dated May 15, 2012
99.1    Press release of Lime Energy Co. dated May 15, 2012.