Attached files
Exhibit 5.1
101 S
Capitol Boulevard, Suite 1900Boise, ID 83702
208.389.9000
February
1, 2021
United
States Antimony Corporation
47 Cox
Gulch, P.O. Box 643
Thompson
Falls, Montana 59873
Re:
Form
S-3 Registration Statement
Ladies
and Gentlemen:
We have
acted as counsel to United States Antimony Corporation, a Montana
corporation (the “Company”), in connection
with the proposed issuance and sale by the Company of 15,300,000
shares of the common stock, par value $0.01 per share (the
“Common
Stock”), of the Company pursuant to the
Company’s registration statement on Form S-3 (No. 333-252193)
(the “Registration
Statement”), as filed with the Securities and Exchange
Commission (the “SEC”) under the
Securities Act of 1933, as amended (the “Securities Act”) on the
date hereof.
This
opinion letter is being furnished in accordance with the
requirements of Item 601(b)(5) of Regulation S-K under the
Securities Act.
In
connection with the preparation of this opinion letter and as the
basis for the opinion set forth below (the “Opinion”), we have
examined and relied on originals or copies of such corporate
records, certificates of officers of the Company and public
officials and such other documents as we have deemed necessary for
the purpose of rendering the Opinion.
Based
upon the examination described above, subject to the assumptions,
qualifications, limitations and exceptions set forth in this
opinion letter, we are of the opinion that (i) the Company is a
corporation duly organized, validly existing and in good standing
under the laws of Montana; (ii) the issuance and sale of the Common
Stock pursuant to the Registration Statement has been duly
authorized by the Company, and (iii) upon receipt by the Company of
the purchase price for the Common Stock, the Common Stock will be
validly issued, fully paid and nonassessable.
In
rendering the Opinion, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity
of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as duplicates
or certified or conformed copies, and the authenticity of all
originals of such latter documents. We also have assumed that (i)
the Registration Statement and any amendments thereto shall have
become effective, (ii) the number of shares of Common Stock to be
issued, together with all other shares of Common Stock that are
outstanding or reserved for issuance, shall not exceed the number
of such shares authorized under the Company’s articles of
incorporation, (iii) resolutions authorizing the Company to
register, offer, sell and issue the Common Stock shall have been
duly adopted and shall remain in full force and effect, and (iv)
the Common Stock shall have been issued in compliance with
applicable federal and state securities laws.
We do
not express any opinion in this letter covering any law other than
the Montana Business Corporations Act, the law of the State of New
York and the federal laws of the United States, in each case as in
effect on the date hereof.
For
purposes of this letter, “law of the State of New York”
means and is limited to present published statutes of the State of
New York, the administrative rules and regulations of agencies of
the State of New York as contained in the present published
Official Compilation of Codes, Rules and Regulations of the State
of New York, and the present published decisions of the courts of
the State of New York that in each instance are normally applicable
to transactions of the type contemplated by the Registration
Statement.
We
hereby authorize and consent to the use of this opinion letter as
Exhibit 5.1 to the Registration Statement and authorize and consent
to the references to our firm in the Registration Statement and in
the prospectus constituting a part thereof. In giving such consent,
we do not thereby admit that we are within the category of persons
whose consent is required pursuant to Section 7 of the Securities
Act or the rules and regulations of the SEC.
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Respectfully
submitted,
/s/
Stoel Rives LLP
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