Attached files
file | filename |
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S-1 - APPLIED MINERALS, INC. S 1 - Applied Minerals, Inc. | forms1.htm |
EX-23.2 - PMB CONSENT LETTER - Applied Minerals, Inc. | ex23-2.htm |
K&L
Gates LLP
Suite
2900
925
4th
Ave.
Seattle,
WA 98104
206.623.7580
December
22, 2009
|
Applied
Minerals, Inc.
|
|
Suite
1101
|
|
110
Greene Street
|
|
New
York, New York 10012
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Re:
Registration Statement on Form S-1
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Ladies
and Gentlemen:
We have
acted as your counsel in connection with a Registration Statement on Form S-1
(the “Registration
Statement”) filed with the Securities and Exchange Commission under the
Securities Act of 1933 (the “1933 Act”) for the
registration of the offer and sale by the persons named as selling shareholders
in the Registration Statement (“Selling Shareholders”),
of
(i)
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12,314,594
shares of Common Stock, par value $0.001 per share, of Applied Minerals,
Inc., a Delaware corporation (the “Company”), issued in
respect of the principal amount of, and accrued interest (“PIK Interest”) on, the
10% PIK-Election Convertible Notes due 2018 (“PIK
Notes”),
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(ii)
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2,996,068
shares of Common Stock issuable in respect of the principal amount of, and
accrued PIK Interest through maturity on, the PIK Notes on conversion of
such notes,
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(iii)
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7,633,277
shares of Common Stock issuable on exercise of outstanding stock options
issued (“Options”),
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(iv)
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2,996,068
shares of Common Stock issued as compensation (“Compensation
Shares”);
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(v)
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200,000
shares of Common Stock issuable on exercise of warrant issued to Rodman
& Crenshaw (“Warrant”) (the shares of
Common Stock referred to in (i), (ii), (iii), (iv), and (v) are
collectively referred to herein as the “Shares”).
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You have
requested our opinion as to the matters set forth below in connection with the
Registration Statement. For purposes of rendering that opinion, we
have examined the Registration Statement, the Company’s Certificate of
Incorporation and Bylaws, the PIK Notes, documents relating to the PIK Interest,
notices of conversion sent to certain selling stockholders, agreements relating
to the Options, the Warrant and the agreement under which it was issued, and the
corporate action of the Company that provides for the issuance of the PIK Notes,
Options, Compensation Shares, and the issuance of the Shares, including issuance
pursuant to the terms of the PIK Notes, Options, and Warrants, and we have made
such other investigation as we have deemed appropriate. We have
examined and relied upon a certificate of public officials and, as to certain
matters of fact that are material to our opinion, we have also relied on a
certificate of an officer of the Company. In rendering our opinion,
we also have made the assumptions that are customary in opinion letters of this
kind. We have not verified any of those assumptions.
Our
opinion set forth below is limited to the Delaware General Corporation Law,
including the applicable provisions of the Delaware Constitution and reported
judicial decisions interpreting those laws.
We have
assumed that with respect to any Shares to be issued upon (i) conversion of the
PIK Notes and PIK Interest, the Company has received the specified consideration
for the PIK Notes as set forth in such PIK Notes and (ii) the exercise of the
Options and the Warrant, the Company, in issuance of the Shares, will have
received the specified consideration for the Shares as set forth in such Options
and Warrant.
Based
upon and subject to the foregoing, it is our opinion that (i) the Shares that
have been issued have been duly authorized and are validly issued, fully paid
and nonassessable, and (ii) the Shares that are issuable in the future have been
duly authorized and will be validly issued, fully paid and nonassessable when
issued pursuant to the terms of the PIK Notes, the Options, and the
Warrant.
We hereby
consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to this firm in the related Prospectus under the
caption “Legal Matters”. In giving our consent we do not thereby
admit that we are in the category of persons whose consent is required under
Section 7 of the 1933 Act or the rules and regulations thereunder.
Yours
truly,
K&L
Gates LLP
By:
William Gleeson