Attached files
| file | filename |
|---|---|
| EX-1.1 - UNDERWRITING AGREEMENT - SOLITARIO ZINC CORP. | slr_ex11.htm |
| 8-K - CURRENT REPORT - SOLITARIO ZINC CORP. | slr_8k.htm |
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Exhibit 5.1
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1401 Lawrence Street, Suite 2300 Denver, CO 80202 ● (303)
572-9300
February
2, 2021
Board
of Directors
Solitario
Zinc Corp.
4251 Kipling St. Suite 390
Wheat Ridge, CO 80033
RE: Registration
Statement on Form S-3
Board
of Directors:
We are acting as counsel to Solitario Zinc Corp.,
a Colorado corporation (the “Company”), in connection with the proposed public
offering of up to an aggregate of $9,000,000 of shares of the
Company’s common stock, par value $0.01 per share (the
“Shares”), all of which Shares are to be offered
and sold by the Company from time to time in accordance with the
terms of the At the Market Offering Agreement, dated February 2,
2021 (the “Agreement”), between the Company and H.C. Wainwright
& Co. LLC. as sales agent. The Shares are being offered
pursuant to a prospectus supplement dated February 2, 2021 and the
accompanying base prospectus dated October 8, 2020 (such documents,
collectively, the “Prospectus”) that form part of the Company’s
effective registration statement on Form S-3 (File No.
333-249129) (the
“Registration
Statement”). This opinion
letter is furnished to you at your request to enable you to fulfill
the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R.
§ 229.601(b)(5), in connection with the Registration
Statement.
For
purposes of this opinion letter, we have examined copies of such
agreements, instruments and documents as we have deemed an
appropriate basis on which to render the opinion hereinafter
expressed. In our examination of the aforesaid documents, we have
assumed the genuineness of all signatures, the legal capacity of
all natural persons, the accuracy and completeness of all documents
submitted to us, the authenticity of all original documents, and
the conformity to authentic original documents of all documents
submitted to us as copies (including electronic copies). As to all
matters of fact, we have relied on the representations and
statements of fact made in the documents so reviewed, and we have
not independently established the facts so relied on. This opinion
letter is given, and all statements herein are made, in the context
of the foregoing.
This
opinion letter is based as to matters of law solely on the Colorado
Business Corporation Act, as amended. We express no opinion herein
as to any other laws, statutes, ordinances, rules, or
regulations.
Based
upon, subject to and limited by the foregoing, we are of the
opinion that following (i) authorization by the Company’s
Board of Directors or a duly authorized pricing committee thereof,
within the limitations established by resolutions duly adopted by
the Board of Directors, of the terms pursuant to which the Shares
may be sold pursuant to the Agreement, (ii) issuance of the Shares
pursuant to placement instructions under the Agreement, consistent
with the terms authorized in the above-mentioned resolutions of the
Board of Directors or a duly authorized pricing committee thereof,
and (iii) receipt by the Company of the proceeds for the Shares
sold pursuant to such terms and such placement instructions, the
Shares will be validly issued, fully paid, and
nonassessable.
This
opinion letter has been prepared for use in connection with the
filing by the Company of a Current Report on Form 8-K relating to
the offer and sale of the Shares, which Form 8-K will be
incorporated by reference into the Registration Statement and
Prospectus, and speaks as of the date hereof. We assume no
obligation to advise you of any changes in the foregoing subsequent
to the delivery of this opinion letter.
We hereby consent to the filing of this opinion letter as Exhibit
5.1 to the above-described Form 8-K and to the reference to this
firm under the caption “Legal Matters” in the
Prospectus. In giving this consent, we do not thereby admit that we
are an “expert” within the meaning of the Securities
Act of 1933, as amended.
Very
truly yours,
/s/ Polsinelli PC
Polsinelli
PC
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