Attached files
file | filename |
---|---|
S-1/A - FORM S-1/A - Molycorp, Inc. | d70469a2sv1za.htm |
EX-23.1 - EX-23.1 - Molycorp, Inc. | d70469a2exv23w1.htm |
EX-10.6 - EX-10.6 - Molycorp, Inc. | d70469a2exv10w6.htm |
EX-10.9 - EX-10.9 - Molycorp, Inc. | d70469a2exv10w9.htm |
EX-10.1 - EX-10.1 - Molycorp, Inc. | d70469a2exv10w1.htm |
EX-21.1 - EX-21.1 - Molycorp, Inc. | d70469a2exv21w1.htm |
EX-10.5 - EX-10.5 - Molycorp, Inc. | d70469a2exv10w5.htm |
EX-10.4 - EX-10.4 - Molycorp, Inc. | d70469a2exv10w4.htm |
EX-23.5 - EX-23.5 - Molycorp, Inc. | d70469a2exv23w5.htm |
EX-10.10 - EX-10.10 - Molycorp, Inc. | d70469a2exv10w10.htm |
EX-10.14 - EX-10.14 - Molycorp, Inc. | d70469a2exv10w14.htm |
EX-10.15 - EX-10.15 - Molycorp, Inc. | d70469a2exv10w15.htm |
EX-10.13 - EX-10.13 - Molycorp, Inc. | d70469a2exv10w13.htm |
EX-10.11 - EX-10.11 - Molycorp, Inc. | d70469a2exv10w11.htm |
EX-10.16 - EX-10.16 - Molycorp, Inc. | d70469a2exv10w16.htm |
EX-10.12 - EX-10.12 - Molycorp, Inc. | d70469a2exv10w12.htm |
Exhibit 5.1
FORM OF
OPINION
Molycorp, Inc.
5619 Denver Tech Center Parkway
Suite 1000
Greenwood Village, Colorado 80111
5619 Denver Tech Center Parkway
Suite 1000
Greenwood Village, Colorado 80111
Re:
|
Registration Statement No. 333-166129 | |
[l] shares of Common Stock, par value $0.001 per share |
Ladies and Gentlemen:
We are acting as counsel for Molycorp, Inc., a Delaware corporation (the Company), in
connection with the initial public offering and sale of up to [l] shares (the Shares) of common
stock, par value $0.001 per share (the Common Stock), of the Company pursuant to the Underwriting
Agreement (the Underwriting Agreement) proposed to be entered into among the Company, certain
stockholders of the Company to be named in Schedule II thereto (the Selling Stockholders) and
J.P. Morgan Securities Inc. and Morgan Stanley & Co. Incorporated, acting as the representatives of
the several underwriters to be named in Schedule I thereto (the Underwriters). The Shares
include (i) up to [l] shares of Common Stock being offered by the Company (the Firm Shares), (ii)
up to [l] shares of Common Stock which may be purchased by the Underwriters from the Company
pursuant to an option to purchase additional shares granted by the Company (the Company Additional
Shares, and together with the Firm Shares, the Company Shares) and (iii) up to [l] shares of
Common Stock which may be purchased by the Underwriters from the Selling Stockholders pursuant to
an option to purchase additional shares granted by the Selling Stockholders (the Selling
Stockholder Shares).
In connection with the opinions expressed herein, we have examined such documents, records and
matters of law as we have deemed relevant or necessary for purposes of such opinions. Based upon
the foregoing and subject to the further assumptions, qualifications and limitations set forth
herein, we are of the opinion that:
1. The Company Shares, when issued and delivered pursuant to the terms of the Underwriting
Agreement against payment of the consideration therefor as provided therein, will be validly
issued, fully paid and nonassessable.
2. The Selling Stockholder Shares, when issued upon conversion of shares of the Companys
Class A common stock, par value $0.001 per share, and the Companys Class B common stock, par value
$0.01 per share, in accordance with the terms of the Certificate of Incorporation of the Company,
will be validly issued, fully paid and nonassessable.
In rendering the opinion set forth in paragraph 1 above, we have assumed that the
Underwriting Agreement will have been executed and delivered by the parties thereto and the
resolutions authorizing the Company to issue and deliver the Company Shares pursuant to the
Underwriting Agreement will be in full force and effect at all times at which the Company Shares
are issued and delivered by the Company.
The opinions expressed herein are limited to the General Corporation Law of the State of
Delaware, including the applicable provisions of the Delaware Constitution and the reported
judicial decisions interpreting such law, as currently in effect, and we express no opinion as to
the effect of any other law of the State of Delaware or the laws of any other jurisdiction.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement
on Form S-1 (No. 333-166129) (the Registration Statement) filed by the Company to effect
registration of the Company Shares and the Selling Stockholder Shares under the Securities Act of
1933 (the Act) and to the reference to us under the caption Legal Matters in the prospectus
constituting a part of such Registration Statement. In giving such consent, we do not hereby admit
that we are included in the category of persons whose consent is required under Section 7 of the
Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
Very truly yours,