Attached files
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| 8-K - VISTA GOLD CORP | vista8k_09282012.htm |
EXHIBIT 5.1
MACDONALD & COMPANY
Lawyers
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Grant Macdonald, Q.C.
Gareth C. Howells
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Suite 200, Financial Plaza
204 Lambert Street
Whitehorse, YT Y1A 3T2
Telephone: (867) 667-7885
Ext 239
Fax: (867) 667-7600
Email: ghowells@anton.yk.ca
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September 28, 2012
Vista Gold Corp.
Suite 5, 7961 Shaffer Parkway
Littleton, Colorado
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Re:
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Registration Statement on Form S-3 (the "Registration Statement")
Our File: 20120402 |
We have acted as Yukon counsel to Vista Gold Corp., a Yukon Territory corporation (the “Company”), with respect to certain legal matters in connection with the registration by the Company, under the U.S. Securities Act of 1933, as amended (the “Securities Act”) of 225,000 common shares in the capital of the Company (subject to adjustment) (the "Compensation Option Shares") issuable upon the exercise of 225,000 compensation options of the Company (the “Compensation Options”) (the Compensation Option Shares and Compensation Options are collectively referred to herein as the “Securities”);
The Compensation Options were granted to GMP Securities L.P. and Wellington West Capital Markets Inc., as underwriters, in connection with the public offering 9,000,000 common shares in the capital of the Company that closed on April 20, 2011. The Registration Statement relates to the issuance by the Company of the Compensation Option Shares upon exercise of the Compensation Options.
The Compensation Option Shares are to be issued by the Company pursuant to a prospectus supplement dated September 28, 2012 and the accompanying prospectus dated April 19, 2012 (such documents, collectively the “Prospectus”) that form part of the Company=s effective registration statement in Form S-3, as may be amended (333-180154).
We have examined such documents and have reviewed such questions of law as we have considered necessary and appropriate for the purposes of our opinions set forth below. In rendering our opinions set forth below, we have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures and the conformity to authentic originals of all documents submitted to us as copies or facsimile transmissions.
MACDONALD & CO
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We have also assumed the legal capacity for all purposes relevant hereto of all natural persons and, with respect to all parties to agreements or instruments relevant hereto other than the Company, that such parties had the requisite power and authority (corporate or otherwise) to execute, deliver and perform such agreements or instruments, that such agreements or instruments have been duly authorized by all requisite action (corporate or otherwise), executed and delivered by such parties and that such agreements or instruments are the legal, valid, binding and enforceable obligations of such parties. As to questions of fact material to our opinions, we have relied upon certificates of officers of the Company and of public officials. We have not undertaken any independent investigation to verify the accuracy or completeness of any of the foregoing assumptions.
For purposes of this opinion letter, we have also assumed that (a) the Registration Statement, and any amendments thereto (including post-effective amendments), will have become effective and such effectiveness will not have been terminated or rescinded, (b) all Securities will be or have been offered, issued and sold in compliance with applicable United States federal and state securities laws and in the manner stated in the Registration Statement, (c) any definitive purchase, finder, agency, underwriting or similar agreement with respect to any Securities will have been or has been duly authorized and validly executed and delivered by the Company and the other parties thereto, (d) at the time of issuance of the Compensation Option Shares, the Company validly exists and is duly qualified and in good standing under the laws of its jurisdiction of incorporation, and has the necessary corporate power for such issuance, (e) at the time of issuance of the Compensation Option Shares, the Articles of Incorporation and then operative bylaws of the Company are in full force and effect and have not been amended, restated, supplemented or otherwise altered, and there has been no authorization of any such amendment, restatement, supplement or other alteration, in either case since the date hereof, and (f) that the terms, execution and delivery of the Securities (A) do not result in breaches of, or defaults under, agreements or instruments to which the Company is bound or violations of applicable statutes, rules, regulations or court or governmental orders, and (B) comply with any applicable requirement or restriction imposed by any court or governmental body having jurisdiction over the Company. We have not undertaken any independent investigation to verify the accuracy or completeness of any of the foregoing assumptions.
Based upon the foregoing, and in reliance thereon, we are of the opinion that:
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1.
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the Compensation Option Shares upon due exercise of the Compensation Options have been duly authorized and approved, and when issued and delivered and upon payment therefore in accordance with their terms, the Compensation Option Shares will be validly issued and outstanding as fully paid and non-assessable shares in the capital of the Company.
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The foregoing opinions are limited to the laws of the Yukon Territory and the federal laws of Canada applicable therein on the date of this opinion, and we are expressing no opinion as to the effect of the laws of any other jurisdiction, domestic or foreign.
MACDONALD & CO
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We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name in the prospectus forming a part of the Registration Statement under the caption "Legal Matters." In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act and the rules and regulations thereunder.
Yours very truly,
MACDONALD & COMPANY
/s/ Gareth C. Howells
Gareth C. Howells
Gareth C. Howells
GCH/dsl