Attached files
file | filename |
---|---|
EX-1.1 - EX-1.1 - Molycorp, Inc. | d70469a3exv1w1.htm |
EX-3.1 - EX-3.1 - Molycorp, Inc. | d70469a3exv3w1.htm |
EX-3.4 - EX-3.4 - Molycorp, Inc. | d70469a3exv3w4.htm |
EX-4.1 - EX-4.1 - Molycorp, Inc. | d70469a3exv4w1.htm |
EX-3.2 - EX-3.2 - Molycorp, Inc. | d70469a3exv3w2.htm |
EX-23.1 - EX-23.1 - Molycorp, Inc. | d70469a3exv23w1.htm |
EX-23.4 - EX-23.4 - Molycorp, Inc. | d70469a3exv23w4.htm |
EX-10.17 - EX-10.17 - Molycorp, Inc. | d70469a3exv10w17.htm |
EX-10.18 - EX-10.18 - Molycorp, Inc. | d70469a3exv10w18.htm |
S-1/A - FORM S-1/A - Molycorp, Inc. | d70469a3sv1za.htm |
Exhibit 5.1
JONES
DAY
NORTH
POINT 901 LAKESIDE AVENUE CLEVELAND, OHIO
44114-1190
TELEPHONE: (216) 586-3939 FACSIMILE: (216) 579-0212
TELEPHONE: (216) 586-3939 FACSIMILE: (216) 579-0212
July 13,
2010
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 | |
up to 32,343,750 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 32,343,750 shares (the Shares) of common
stock, par value $0.001 per share, of the Company pursuant to the Underwriting
Agreement (the Underwriting Agreement) proposed to be entered into among the Company and
Morgan Stanley & Co. Incorporated and J.P. Morgan Securities Inc., acting as the representatives of
the several underwriters to be named in Schedule I thereto.
In connection with the opinion expressed herein, we have examined such documents, records and
matters of law as we have deemed relevant or necessary for purposes of such opinion. Based upon
the foregoing and subject to the further assumptions, qualifications and limitations set forth
herein, we are of the opinion that
the Shares have been authorized by all necessary corporate action of
the Company and, 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.
In rendering the opinion set forth 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 Shares pursuant to the
Underwriting Agreement will be in full force and effect at all times at which the Shares
are issued and delivered by the Company.
ATLANTA
BEIJING BRUSSELS CHICAGO CLEVELAND
COLUMBUS
DALLAS
DUBAI
FRANKFURT
HONG KONG
HOUSTON
IRVINE LONDON LOS ANGELES MADRID MEXICO CITY MILAN MOSCOW MUNICH NEW DELHI NEW YORK PARIS
PITTSBURGH SAN DIEGO SAN FRANCISCO SHANGHAI SILICON VALLEY SINGAPORE SYDNEY TAIPEI TOKYO WASHINGTON
IRVINE LONDON LOS ANGELES MADRID MEXICO CITY MILAN MOSCOW MUNICH NEW DELHI NEW YORK PARIS
PITTSBURGH SAN DIEGO SAN FRANCISCO SHANGHAI SILICON VALLEY SINGAPORE SYDNEY TAIPEI TOKYO WASHINGTON
Molycorp, Inc.
July 13, 2010
Page 2
July 13, 2010
Page 2
The
opinion expressed herein is 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 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,
/s/ Jones Day
/s/ Jones Day