Attached files
| file | filename |
|---|---|
| EX-4.5 - FORM OF A WARRANT - MAGELLAN GOLD Corp | magellan_s1-ex0405.htm |
| EX-23.1 - CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM - MAGELLAN GOLD Corp | magellan_ex2302.htm |
| EX-4.7 - FORM OF AGREEMENT BY AND AMONG LENDERS - MAGELLAN GOLD Corp | magellan_s1-ex0407.htm |
| EX-4.6 - FORM OF B WARRANT - MAGELLAN GOLD Corp | magellan_s1-ex0406.htm |
| EX-4.4 - FORM OF 2018B CONVERTIBLE NOTE - MAGELLAN GOLD Corp | magellan_s1-ex0404.htm |
| EX-4.3 - FORM OF 2018A CONVERTIBLE NOTE - MAGELLAN GOLD Corp | magellan_s1-ex0403.htm |
| EX-4.2 - REGISTRATION RIGHTS AGREEMENT - MAGELLAN GOLD Corp | magellan_s1-ex0402.htm |
| S-1 - FORM S-1 - MAGELLAN GOLD Corp | magellan_s1.htm |
Exhibit 5
Clifford L. Neuman, p.c.
Attorney at Law
6800 N. 79th St., Ste. 200
Niwot, Colorado 80503
Telephone: (303) 449-2100
Facsimile: (303) 449-1045
E-mail: clneuman@neuman.com
December 21, 2018
Magellan Gold Corporation
500 Marquette Ave NW, Ste. 1200
Albuquerque
Re: Registration Statement on Form S-1
Sir or Madam:
We have acted as legal counsel for Magellan Gold Corporation, a Nevada corporation (the "Company") in connection with the Company's Registration Statement on Form S-1 identified above (the "Registration Statement") filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and the Prospectus included as a part of the Registration Statement (the "Prospectus"), relating to the resale of up to 53,750,000 shares of Common Stock, $0.001 par value, (the "Common Stock" or “Shares”), by the Selling Securityholders. The Shares were issued or are issuable to the Selling Securityholders pursuant to the exercise of Warrants or conversion of Convertible Notes sold to the Selling Securityholders in several private placements. The Common Stock will be distributed by the Selling Securityholders in the manner set forth in the Registration Statement and Prospectus.
In connection with the following opinion, we have examined and have relied upon such documents, records, certificates, statements and instruments as we have deemed necessary and appropriate to render the opinion herein set forth.
Based upon the foregoing, it is our opinion that the Shares, when distributed in a manner consistent with the description contained in the Plan of Distribution included in the Prospectus will be legally issued, fully paid and nonassessable.
In rendering this opinion we have considered the Nevada Revised Statutes, all applicable provisions of Nevada statutory law and reported judicial decisions interpreting those laws.
The undersigned hereby consents to the filing this opinion as Exhibit 5.0 to the Pre-Effective Registration Statement on Form S-1 and to the use of its name in the Registration Statement.
| Sincerely, | |
| CLIFFORD L. NEUMAN, P.C. | |
| /s/ Clifford L. Neuman | |
| Clifford L. Neuman |