Attached files

file filename
EX-10.1 - EX-10.1 - FREEPORT-MCMORAN INCd232658dex101.htm
8-K - FORM 8-K - FREEPORT-MCMORAN INCd232658d8k.htm

Exhibit 5.1

 

  

New York

Menlo Park

Washington DC

São Paulo

London

  

Paris

Madrid

Tokyo

Beijing

Hong Kong

   LOGO      

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, NY 10017

  

212 450 4000 tel

212 701 5800 fax

  

July 27, 2016

Freeport-McMoRan Inc.

333 North Central Avenue

Phoenix, Arizona 85004-2189

Ladies and Gentlemen:

Freeport-McMoRan Inc., a Delaware corporation (the “Company”), has filed with the Securities and Exchange Commission a Registration Statement on Form S-3 (File No. 333-206257) (the “Registration Statement”) for the purpose of registering under the Securities Act of 1933, as amended (the “Securities Act”), certain securities, including up to $1,500,000,000 aggregate amount of the Company’s common stock, par value $0.10 per share (the “Securities”) to be sold pursuant to the Distribution Agreement dated July 27, 2016 (the “Distribution Agreement”) among the Company and the several agents named therein.

We, as your counsel, have examined originals or copies of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable for the purpose of rendering this opinion.

In rendering the opinion expressed herein, we have, without independent inquiry or investigation, assumed that (i) all documents submitted to us as originals are authentic and complete, (ii) all documents submitted to us as copies conform to authentic, complete originals, (iii) all signatures on all documents that we reviewed are genuine, (iv) all natural persons executing documents had and have the legal capacity to do so, (v) all statements in certificates of public officials and officers of the Company that we reviewed were and are accurate and (vi) all representations made by the Company as to matters of fact in the documents that we reviewed were and are accurate.

Based upon the foregoing, and subject to the additional assumptions and qualifications set forth below, we advise you that, in our opinion, assuming the terms of any sale of Securities pursuant to the Distribution Agreement are approved by the designated officers of the Company or their designees pursuant to the authority delegated to them by the Company’s board of directors, when the Securities have been issued and delivered against payment therefor in accordance with the terms of the Distribution Agreement, the Securities will be validly issued, fully paid and non-assessable.


Freeport-McMoRan Inc.    July 27, 2016    pg. 2

We are members of the Bar of the State of New York and the foregoing opinion is limited to the laws of the State of New York and the General Corporation Law of the State of Delaware.

We hereby consent to the filing of this opinion as an exhibit to a report on Form 8-K to be filed by the Company on the date hereof and its incorporation by reference into the Registration Statement and further consent to the reference to our name under the caption “Legal Matters” in the prospectus supplement dated July 27, 2016, which is a part of the Registration Statement. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.

Very truly yours,

/s/ Davis Polk & Wardwell LLP

Davis Polk & Wardwell LLP