Attached files
| file | filename |
|---|---|
| S-1/A - FORM S-1/A - ARGENTEX MINING CORP | forms1a.htm |
| EX-23.1 - CONSENT OF MORGAN & COMPANY - ARGENTEX MINING CORP | exhibit23-1.htm |
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Clark Wilson LLP | |||||
| Barristers & Solicitors | ||||||
| Patent & Trade-mark Agents | ||||||
| Our File No. | 29741-0001 / CW4411642.1 | 800-885 W Georgia Street | ||||
| Vancouver, BC V6C 3H1 | ||||||
| Tel. | 604.687.5700 | |||||
| Fax | 604.687.6314 | |||||
June 27, 2011
BY EMAIL
Argentex
Mining Corporation
Suite 835, 1100 Melville Street
Vancouver, British
Columbia V6E 4A6
Canada
| Attention: | Kenneth Hicks, President |
Dear Sirs:
| Re: | Argentex Mining Corporation – Registration Statement on Form S- | |
| 1/A |
We have acted as counsel to Argentex Mining Corporation (the “Company”), a British Columbia corporation, in connection with the preparation of a registration statement on Form S-1/A (the “Registration Statement”) to be filed with the United States Securities and Exchange Commission in connection with the registration under the Securities Act of 1933, as amended, of up to 2,980,407 common shares of the Company (the “Registered Shares”) which were issued or may be issued upon the exercise of warrants by the selling stockholders named in the Registration Statement.
In connection with this opinion, we have reviewed:
| (a) |
the notice of articles of the Company; | |
| (b) |
the articles of the Company; | |
| (c) |
resolutions adopted by the Board of Directors of the Company pertaining to the Registered Shares; | |
| (d) |
the Registration Statement; | |
| (e) |
the prospectus (the “Prospectus”) constituting a part of the Registration Statement; and | |
| (f) |
such other corporate documents, records, papers and certificates as we have deemed necessary for the purposes of the opinion expressed herein. |
We have assumed that all signatures on all documents examined by us are genuine, that all documents submitted to us as originals are authentic and that all documents submitted to us as copies or as facsimiles of copies or originals, conform with the originals, which assumptions we have not independently verified. As to all questions of fact material to
| www.cwilson.com |
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Based upon the foregoing and the examination of such legal authorities as we have deemed relevant, and subject to the qualifications and further assumptions set forth below, we are of the opinion that those of the Registered Shares:
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that are currently outstanding have been duly and validly authorized and issued as fully paid and non-assessable shares in the capital of the Company; and
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that may be issued upon exercise of the warrants, once issued in accordance with the terms of the warrants, including payment of the exercise price, will be duly and validly authorized and issued as fully paid and non-assessable shares in the capital of the Company.
This opinion letter is opining upon and is limited to the laws of the Province of British Columbia and the federal laws of Canada applicable therein, as such laws presently exist and to the facts as they presently exist. We express no opinion with respect to the effect or applicability of the laws of any other jurisdiction. We assume no obligation to revise or supplement this opinion letter should the laws of such jurisdiction be changed after the date hereof by legislative action, judicial decision or otherwise.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement, to the discussion of this opinion in the Prospectus, and to our being named in the Registration Statement.
Yours truly,
/s/ Clark
Wilson LLP
cc: United States Securities and Exchange Commission