Attached files
file | filename |
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EX-10.2 - FORM OF WARRANT - Santa Fe Gold CORP | exhibit10-2.htm |
8-K - CURRENT REPORT - Santa Fe Gold CORP | form8k.htm |
EX-10.1 - FORM OF SUBSCRIPTION AGREEMENT - Santa Fe Gold CORP | exhibit10-1.htm |
EX-99.1 - PRESS RELEASE DATED JULY 5, 2012 - Santa Fe Gold CORP | exhibit99-1.htm |
Exhibit 5.1
OPINION OF THE JORDAAN LAW FIRM, PLLC
July 5, 2012
Santa Fe Gold Corporation
1128 Pennsylvania NE, Suite 200,
Albuquerque, New Mexico 87110
Re: Registration Statement on Form S-3 (File No. 333-163112)
Ladies and Gentlemen:
This opinion is furnished to you in connection with the above-referenced registration statement (the Registration Statement), the base prospectus dated December 29, 2009 (the Base Prospectus), and the prospectus supplement dated July 5, 2012 (collectively with the Base Prospectus, the Prospectus). The Prospectus relates to the offering by Santa Fe Gold Corporation (the Company) of up to up to 12,500,000 Units, with each Unit consisting of one share of common stock (collectively, the Shares), par value $0.002 (the Common Stock), and a warrant (collectively, the Warrants) to purchase one of a share of Common Stock (and the shares of Common Stock issuable from time to time upon exercise of the Warrants (collectively, the Warrant Shares)), to the Companys existing stockholders pursuant to the Prospectus. The Units, the Shares, the Warrants and the Warrant Shares are covered by the Registration Statement. We understand that the Units, the Shares and the Warrants are to be offered and sold in the manner described in the Prospectus.
We have acted as counsel for the Company in connection with the issuance of the Units, the Shares and the Warrants. For purposes of this opinion, we have examined and relied upon such documents, records, certificates and other instruments as we have deemed necessary. The opinions expressed below are limited to the Delaware General Corporation Law.
Based upon and subject to the foregoing, we are of the opinion that (i) the Units, the Shares and the Warrants have been duly authorized and, when issued and paid for as described in the Prospectus, will be validly issued, fully paid and non-assessable and (ii) the Warrant Shares have been duly and validly authorized and reserved for issuance, and when issued upon the exercise of the Warrants in accordance with the terms therein, will be validly issued, fully paid and non-assessable, and free of any preemptive or similar rights.
We hereby consent to your filing this opinion as an exhibit to a Current Report on Form 8-K to be incorporated by reference in the Registration Statement and to the use of our name under the caption Legal Matters in the Prospectus contained therein. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ The Jordaan Law Firm, PLLC
The Jordaan Law Firm, PLLC