Attached files
file | filename |
---|---|
S-1 - FORM S-1 - Molycorp, Inc. | d82126sv1.htm |
EX-24.1 - EX-24.1 - Molycorp, Inc. | d82126exv24w1.htm |
EX-21.1 - EX-21.1 - Molycorp, Inc. | d82126exv21w1.htm |
EX-23.1 - EX-23.1 - Molycorp, Inc. | d82126exv23w1.htm |
Exhibit 5.1
JONES DAY
NORTH POINT 901 LAKESIDE AVENUE CLEVELAND, OHIO 44114-1190
TELEPHONE: (216) 586-3939 FACSIMILE: (216) 579-0212
TELEPHONE: (216) 586-3939 FACSIMILE: (216) 579-0212
May 24, 2011
Molycorp, Inc.
5619 Denver Tech Center Parkway
Suite 1000
Greenwood Village, Colorado 80111
5619 Denver Tech Center Parkway
Suite 1000
Greenwood Village, Colorado 80111
Re: | Registration Statement on Form S-1 filed by Molycorp, Inc. |
Ladies and Gentlemen:
We are acting as counsel for Molycorp, Inc., a Delaware corporation (the Company), in
connection with the offering and sale by certain stockholders
of the Company (the Selling Stockholders)
of up to 11,500,000 shares (the Selling
Stockholder Shares) of the Companys common stock, par value $0.001 per share (the Common Stock), pursuant to the Underwriting Agreement (the Underwriting Agreement) proposed to be entered into among the Company, the Selling Stockholders
and J.P. Morgan Securities LLC and Morgan Stanley
& Co. Incorporated, acting as the representatives
of the several underwriters to be named in Schedule III thereto.
In connection with the opinion expressed herein, we have examined such documents, records and
matters of law as we have deemed relevant or necessary for purposes of such opinion. Based upon
the foregoing and subject to the further assumptions, qualifications and limitations set forth
herein, we are of the opinion that the Selling
Stockholder Shares have been authorized by all necessary corporate
action of the Company, have been validly issued and are fully paid
and non-assessable.
The
opinion expressed herein is limited to the General Corporation Law of the State of
Delaware, including the applicable provisions of the Delaware Constitution and the reported
judicial decisions interpreting such law, as currently in effect, and we express no opinion as to
the effect of any other law of the State of Delaware or the laws of any other jurisdiction.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement
on Form S-1 (the Registration Statement),
filed by the Company to effect the registration of the Selling
Stockholder Shares under the Securities Act of 1933 (the
Act), and to the reference to us under the caption
Legal Matters in the prospectus constituting a part of such Registration Statement. In giving
such consent, we do not hereby admit that we are included in the category of persons whose consent
is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange
Commission promulgated thereunder.
Very truly yours,
/s/ Jones Day