Attached files

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EX-99.2 - EXHIBIT 99.2 - McEwen Mining Inc.tm214636d3_ex99-2.htm
EX-99.1 - EXHIBIT 99.1 - McEwen Mining Inc.tm214636d3_ex99-1.htm
EX-10.2 - EXHIBIT 10.2 - McEwen Mining Inc.tm214636d3_ex10-2.htm
EX-10.1 - EXHIBIT 10.1 - McEwen Mining Inc.tm214636d3_ex10-1.htm
8-K - FORM 8-K - McEwen Mining Inc.tm214636d3_8k.htm

 

Exhibit 5.1

 

 

Hogan Lovells US LLP

1601 Wewatta Street

Suite 900

Denver, CO 80202

T +1 303 899 7300

F +1 303 899 7333

www.hoganlovells.com

 

February 9, 2021

 

Board of Directors

McEwen Mining Inc.

150 King Street West, Suite 2800

Toronto, Ontario, Canada M5H 1J9

 

Ladies and Gentlemen:

 

We are acting as counsel to McEwen Mining Inc., a Colorado corporation (the “Company”), in connection with the issuance and sale of 30,000,000 shares of the Company’s common stock, no par value per share (the “Shares”), which were sold by the Company pursuant to a prospectus supplement dated February 5, 2021 and the accompanying prospectus dated July 6, 2018 (such documents, collectively, the “Prospectus”) that form part of the Company’s effective registration on Form S-3 (File No. 333-224476), as may be amended (the “Registration Statement”), filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”). 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 opinions 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 pdfs). 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 and the Colorado Corporations and Associations Act, as amended. We express no opinion herein as to any other laws, statutes, ordinances, rules, or regulations. As used herein, the terms “Colorado Business Corporation Act, as amended” and the “Colorado Corporations and Associations Act, as amended” include the statutory provisions contained therein, all applicable provisions of the Colorado Constitution and reported judicial decisions interpreting these laws.

 

Based upon, subject to and limited by the foregoing, we are of the opinion that following (i) execution and delivery by the Company of the Placement Agency Agreement and the Securities Purchase Agreements, (ii) effectiveness of the Registration Statement, (iii) issuance of the Shares pursuant to the terms of the Placement Agency Agreement and the Securities Purchase Agreements, and (iv) receipt by the Company of the consideration for the Shares specified in the applicable resolutions of the Board of Directors, not to exceed the maximum aggregate consideration specified in the applicable resolutions of the Board of Directors, the Shares will be validly issued,  fully paid, and nonassessable. 

 

Hogan Lovells US LLP is a limited liability partnership registered in the District of Columbia. “Hogan Lovells” is an international legal practice that includes Hogan Lovells US LLP and Hogan Lovells International LLP, with offices in: Alicante Amsterdam Baltimore Beijing Birmingham Boston Brussels Colorado Springs Denver Dubai Dusseldorf Frankfurt Hamburg Hanoi Ho Chi Minh City Hong Kong Houston Johannesburg London Los Angeles Luxembourg Madrid Mexico City Miami Milan Minneapolis Monterrey Moscow Munich New York Northern Virginia Paris Perth Philadelphia Rome San Francisco São Paulo Shanghai Silicon Valley Singapore Sydney Tokyo Warsaw Washington, D.C. Associated Offices: Budapest Jakarta Riyadh Shanghai FTZ Ulaanbaatar Zagreb. Business Service Centers: Johannesburg Louisville. Legal Services Center: Berlin. For more information see www.hoganlovells.com

 

 

 

 

Board of Directors

McEwen Mining Inc.

- 2 - February 9, 2021

 

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. We assume no obligation to advise of any changes in the foregoing subsequent to delivery of this letter.

 

We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the above-described Current Report on Form 8-K and to the reference to this firm under the caption “Legal Matters” in the Prospectus constituting a part of the Registration Statement. In giving this consent, we do not thereby admit that we are an “expert” within the meaning of the Act.

 

Very truly yours,

 

/s/ Hogan Lovells US LLP

 

HOGAN LOVELLS US LLP