Attached files

file filename
S-1 - URANIUM RESOURCES, INC. FORM S-1 - WESTWATER RESOURCES, INC.urres1aspireapr1516.htm
EX-23 - CONSENT - WESTWATER RESOURCES, INC.ex232.htm
EX-23 - CONSENT - WESTWATER RESOURCES, INC.ex233.htm

Exhibit 5.1


[ex51001.jpg]

Hogan Lovells US LLP

One Tabor Center, Suite 1500

1200 Seventeenth Street

Denver, Colorado 80202

T  +1 303 899 7300

F  +1 303 899 7333

www.hoganlovells.com


April 15, 2016



Board of Directors

Uranium Resources, Inc.

6950 South Potomac Street, Suite 300

Centennial, Colorado 80112



Ladies and Gentlemen:

We are acting as counsel to Uranium Resources, Inc., a Delaware corporation (the “Company”), in connection with the registration statement on Form S-1 (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, relating to the resale from time to time by the selling stockholder identified in the prospectus constituting a part of the Registration Statement of up to 5,315,000 shares of the Company’s common stock, par value $0.001 per share (the “Shares”), comprising (i) 75,000 Shares (the “Option Agreement Shares”) issued in a private placement on February 3, 2016 pursuant to that certain Option Agreement, dated February 3, 2016, between the Company and Aspire Capital Fund, LLC (“Aspire Capital”), and (ii) up to 5,240,000 Shares (the “Purchase Agreement Shares”) issuable from time to time in private placements pursuant to that certain Common Stock Purchase Agreement, dated April 8, 2016, between the Company and Aspire Capital (the “Purchase Agreement”).  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 telecopies).  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 applicable provisions of the Delaware General Corporation Law, as amended. We express no opinion herein as to any other laws, statutes, ordinances, rules, or regulations (and in particular, we express no opinion as to any effect that such other laws, statutes, ordinances, rules, or regulations may have on the opinions expressed herein).



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   Berlin   Brussels   Caracas   Colorado Springs   Denver   Dubai   Dusseldorf   Frankfurt   Hamburg   Hanoi   Ho Chi Minh City   Hong Kong   Houston   London   Los Angeles   Madrid   Miami   Milan   Moscow   Munich   New York   Northern Virginia   Paris   Philadelphia   Prague   Rome   San Francisco   Shanghai   Silicon Valley   Singapore   Tokyo   Ulaanbaatar   Warsaw   Washington DC   Associated offices: Budapest   Jakarta   Jeddah   Riyadh   Zagreb.  For more information see www.hoganlovells.com




Board of Directors

Uranium Resources, Inc.

- 2 -

April 15, 2016



Based upon, subject to and limited by the foregoing, we are of the opinion that:

(a)

The Option Agreement Shares are validly issued, fully paid, and nonassessable.

(b)

Following (i) issuance of the Purchase Agreement Shares pursuant to the terms and conditions of the Purchase Agreement and receipt by the Company of any additional consideration payable thereunder, and (ii) due execution and delivery on behalf of the Company of certificates therefor, including global certificates, or the entry of the issuance thereof in the books and records of the Company, as the case may be, the Purchase Agreement Shares will be validly issued, fully paid, and nonassessable.

This opinion letter has been prepared for use in connection with the Registration Statement.  We assume no obligation to advise you of any changes in the foregoing subsequent to the date of this opinion letter.

We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement 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 Securities Act of 1933, as amended.

Very truly yours,


/s/ HOGAN LOVELLS US LLP


HOGAN LOVELLS US LLP