Attached files
file | filename |
---|---|
S-1 - FORM S-1 - PAN AMERICAN GOLDFIELDS LTD | a54725orsv1.htm |
EX-4.4 - EX-4.4 - PAN AMERICAN GOLDFIELDS LTD | a54725orexv4w4.htm |
EX-23.1 - EX-23.1 - PAN AMERICAN GOLDFIELDS LTD | a54725orexv23w1.htm |
EX-23.2 - EX-23.2 - PAN AMERICAN GOLDFIELDS LTD | a54725orexv23w2.htm |
EX-23.3 - EX-23.3 - PAN AMERICAN GOLDFIELDS LTD | a54725orexv23w3.htm |
Exhibit 5.1
DLA Piper LLP (US) | ||
4365 Executive Drive, Suite 1100 | ||
San Diego, California 92121-2133 | ||
www.dlapiper.com | ||
T 858.677.1400 | ||
F 858.677.1401 |
December 24, 2009
Mexoro Minerals, Ltd.
C. General Retana
#706 Col. San Felipe
Chihuahua, Chih. Mexico 31203
C. General Retana
#706 Col. San Felipe
Chihuahua, Chih. Mexico 31203
Ladies and Gentlemen:
We have acted as counsel to Mexoro Minerals Ltd., a Colorado corporation (the Company), in
connection with the filing on the date hereof of a registration statement on Form S-1 (the
Registration Statement) under the Securities Act of 1933, as amended (the Securities Act). The
Registration Statement relates to the registration of a total of 12,500,000 shares of the Companys
common stock, no par value (the Shares), for resale by the stockholders identified in the
Registration Statement.
We have examined all instruments, documents and records which we deemed relevant and necessary for
the basis of our opinion hereinafter expressed. In such examination, we have assumed the
genuineness of all signatures and the authenticity of all documents submitted to us as originals
and the conformity to the originals of all documents submitted to us as copies. We express no
opinion concerning any law other than the corporation law of the State of Delaware and the federal
law of the United States. As to matters of Delaware corporation law, we have based our opinion
solely upon our examination of such laws and the rules and regulations of the authorities
administering such laws, all as reported in standard, unofficial compilations.
Based on such examination, we are of the opinion that the Shares have been validly issued and are
fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and the
reference to us under the caption Legal Matters in the prospectus included in the Registration
Statement. In giving this consent, we do not admit that we are within the category of persons whose
consent is required under Section 7 of the Securities Act or the rules and regulations of the
Securities and Exchange Commission promulgated thereunder.
This opinion letter is given to you solely for use in connection with the registration for resale
of the Shares in accordance with the prospectus included in the Registration Statement and is not
to be relied upon for any other purpose. Our opinion is expressly limited to the matters set forth
above, and we render no opinion, whether by implication or otherwise, as to any other matters
relating to the Company, the Shares or the Registration Statement.
Very truly yours,
/s/ DLA Piper LLP (US)
DLA Piper LLP (US)