Attached files

file filename
EX-99.2 - EX-99.2 - Paramount Gold Nevada Corp.d469011dex992.htm
EX-99.1 - EX-99.1 - Paramount Gold Nevada Corp.d469011dex991.htm
EX-10.1 - EX-10.1 - Paramount Gold Nevada Corp.d469011dex101.htm
EX-1.1 - EX-1.1 - Paramount Gold Nevada Corp.d469011dex11.htm
8-K - 8-K - Paramount Gold Nevada Corp.d469011d8k.htm

Exhibit 5.1

 

NEW YORK    LOGO    ATLANTA
LONDON       BALTIMORE
SINGAPORE       WILMINGTON
PHILADELPHIA       MIAMI
CHICAGO    FIRM and AFFILIATE OFFICES   

 

BOCA RATON

WASHINGTON, DC

 

      PITTSBURGH
SAN FRANCISCO       NEWARK
SILICON VALLEY       LAS VEGAS
SAN DIEGO       CHERRY HILL
SHANGHAI    www.duanemorris.com   

 

LAKE TAHOE

 

TAIWAN

      MYANMAR
BOSTON       OMAN
HOUSTON       A GCC REPRESENTATIVE OFFICE
LOS ANGELES       OF DUANE MORRIS
HANOI      
HO CHI MINH CITY       ALLIANCES IN MEXICO
      AND SRI LANKA

October 3, 2017

Paramount Gold Nevada Corp.

665 Anderson Street

Winnemucca, NV 89445

 

  Re: Paramount Gold Nevada Corp. – Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as special counsel to Paramount Gold Nevada Corp., a Nevada corporation (the “Company”), in connection with the Underwriting Agreement, dated October 3, 2017 (the “Agreement”), by and among Canaccord Genuity Corp. and Cantor Fitzgerald Canada Corporation, as representatives of the several underwriters, and the Company, pursuant to which the Company may issue and sell up to 3,520,000 shares of common stock, $0.01 par value per share (the “Shares”), including up to 320,000 shares of common stock that may be sold pursuant to the exercise of an option to purchase additional shares. The Shares are being offered and sold pursuant to the Company’s registration statement on Form S-3 (File No. 333-218295) under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) and declared effective on June 8, 2017 (the “Registration Statement”), a base prospectus dated June 8, 2017 included in the Registration Statement at the time it originally became effective (the “Base Prospectus”), preliminary prospectus supplement, dated October 2, 2017 (together with the Base Prospectus, the “Preliminary Prospectus Supplement”), and a prospectus supplement dated October 3, 2017 (together with the Base Prospectus, the “Prospectus Supplement”).

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. Our opining herein is limited to the Business Corporation Act of the State of Nevada and the federal laws of the United States of America.

 

DUANE MORRIS LLP        A DELAWARE LIMITED LIABILITY PARTNERSHIP

ONE RIVERFRONT PLAZA, 1037 RAYMOND BLVD., SUITE 1800

NEWARK, NJ 07102-5429

 

GREGORY R. HAWORTH, RESIDENT PARTNER

PHONE: +1 973 424 2000 FAX: +1 973 424 2001

 


LOGO

October 3, 2017

Page 2

 

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, the Shares have been duly authorized, and when the Shares are issued and paid for in accordance with the terms and conditions of the Agreement, the Shares will be validly issued, fully paid and non-assessable.

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to the use of this opinion as an exhibit to the Current Report on Form 8-K to be filed by the Company and further consent to all references to us in the Prospectus Supplement under “Legal Matters”. 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 Act or the rules and regulations of the Commission thereunder.

Very truly yours,