Attached files
file | filename |
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EX-1.1 - UNDERWRITING AGREEMENT - Molycorp, Inc. | d399675dex11.htm |
EX-5.1 - OPINION OF JONES DAY (6.00% CONVERTIBLE SENIOR NOTES DUE 2017 OF THE COMPANY) - Molycorp, Inc. | d399675dex51.htm |
EX-4.1 - FORM OF FIRST SUPPLEMENTAL INDENTURE - Molycorp, Inc. | d399675dex41.htm |
EX-1.2 - UNDERWRITING AGREEMENT - Molycorp, Inc. | d399675dex12.htm |
EX-10.1 - SHARE LENDING AGREEMENT - Molycorp, Inc. | d399675dex101.htm |
8-K - FORM 8-K - Molycorp, Inc. | d399675d8k.htm |
Exhibit 5.2
JONES DAY
NORTH POINT 901 LAKESIDE AVENUE CLEVELAND, OHIO 44114-1190
TELEPHONE: (216) 586-3939 FACSIMILE: (216) 579-0212
August 22, 2012
Molycorp, Inc.
5619 Denver Tech Center Parkway
Suite 1000
Greenwood Village, Colorado 80111
Re: | 27,600,000 Shares of Common Stock of Molycorp, Inc. |
Ladies and Gentlemen:
We have acted as counsel for Molycorp, Inc., a Delaware corporation (the Company), in connection with the issuance and sale of up to 13,800,000 shares (the Company Shares) of common stock, par value $0.001 per share (Common Stock), of the Company and the issuance and sale of up to 13,800,000 shares (the Borrowed Shares and, together with the Company Shares, the Securities) of Common Stock that the Company may loan to Morgan Stanley Capital Services LLC (the Borrower) pursuant to a Share Lending Agreement, dated as of August 17, 2012 (the Share Lending Agreement), by and between the Company and the Borrower, in each case pursuant to an Underwriting Agreement, dated as of August 17, 2012 (the Underwriting Agreement), by and between the Company and Morgan Stanley & Co. LLC.
In connection with the opinions expressed herein, we have examined such documents, records and matters of law as we have deemed relevant or necessary for purposes of this opinion. Based on the foregoing, and subject to the further limitations, qualifications and assumptions set forth herein, we are of the opinion that:
1. The Company Shares, upon their issuance and sale in in accordance with the terms of the Underwriting Agreement, will be validly issued, fully paid and non-assessable.
2. The Borrowed Shares, upon their issuance and delivery in accordance with the terms of the Share Lending Agreement and the Underwriting Agreement, will be validly issued, fully paid and non-assessable.
For the purpose of the opinion expressed in paragraph 2, we have assumed that the resolutions authorizing the Company to issue and deliver the Borrowed Shares pursuant to the Share Lending Agreement and the Underwriting Agreement will be in full force and effect at all times at which the Borrowed Shares are issued and delivered by the Company, and the Company will take no action inconsistent with such resolutions.
The opinions expressed herein are limited to the General Corporation Law of the State of Delaware and the laws of the State of New York, in each case 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.
ALKHOBAR ATLANTA BEIJING BOSTON BRUSSELS CHICAGO CLEVELAND COLUMBUS DALLAS DUBAI DÜSSELDORF FRANKFURT HONG KONG HOUSTON IRVINE JEDDAH LONDON LOS ANGELES MADRID MEXICO CITY MILAN MOSCOW MUNICH NEW YORK PARIS PITTSBURGH RIYADH SAN DIEGO SAN FRANCISCO SÃO PAULO SHANGHAI SILICON VALLEY SINGAPORE SYDNEY TAIPEI TOKYO WASHINGTON
Molycorp, Inc. August 22, 2012 Page 2 |
JONES DAY |
We hereby consent to the filing of this opinion as Exhibit 5.2 to the Current Report on Form 8-K dated the date hereof filed by the Company and incorporated by reference into the Registration Statement on Form S-3 (Registration No. 333-183336) (the Registration Statement), filed by the Company to effect the registration of the Securities under the Securities Act of 1933 (the Act) and to the reference to Jones Day under the caption Legal Matters in the prospectus constituting a part of such Registration Statement. In giving such consent, we do not thereby 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