Attached files
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8-K - FORM 8-K - Molycorp, Inc. | c21030e8vk.htm |
Exhibit 5.1
August 5, 2011
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 on Form S-3 Filed by Molycorp, Inc. |
Ladies and Gentlemen:
We have acted as counsel for Molycorp, Inc., a Delaware corporation (the Company), in
connection with the offering and sale from time to time, on a delayed or continuous basis, by a
stockholder of the Company of up to 1,593,419 shares (the Selling Stockholder Shares) of the
Companys common stock, par value $0.001 per share, as contemplated by the Companys registration
statement on Form S-3 (Registration No. 333-176107) (the Registration Statement). The Selling
Stockholder Shares may be offered and sold from time to time pursuant to Rule 415 under the
Securities Act of 1933 (the Securities Act).
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 on the
foregoing, and subject to the further assumptions, qualifications and limitations set forth herein,
we are of the opinion that the Selling Stockholder Shares have been authorized by all necessary
corporate action of the Company and are validly issued, fully paid and non-assessable.
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 the laws of any other jurisdiction.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Current Report on Form
8-K dated the date hereof filed by the Company and incorporated by reference into the Registration
Statement and to the reference to Jones Day under the caption Legal Matters in the prospectus
constituting a part of the Registration Statement. In giving such consent, we do not thereby admit
that we are included in 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.
Very truly yours,
/s/ Jones Day