Rew R. Goodenow
Coeur Mining, Inc.
104 S. Michigan Avenue, Suite 900
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Re: |
Registration Statement on Form S-3 Filed by Coeur Mining, Inc.
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Ladies and Gentlemen:
We have acted as Nevada counsel to Coeur Sterling, Inc., a Nevada corporation (the “Company”), in connection with the Registration Statement on Form S-3
(the “Registration Statement”) filed by Coeur Mining, Inc. (the “Parent”) with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), for the registration of an
indeterminate number and amount of various securities, including common stock, preferred stock, debt securities warrants, depositary shares, purchase contracts and units of the Parent, and guarantees of debt securities by certain subsidiaries of the
Parent, including the Company.
A. Documents and Matters
Examined
In connection with this opinion letter, we have examined originals or copies of such documents, records, certificates of public officials and certificates
of officers and representatives of the Company as we have considered necessary to provide a basis for the opinions expressed herein, including the following:
1. the Articles of Incorporation of the Company;
2. the By-Laws of the Company;
3. the action by written consent of the Board of Directors of the
Company relating to, among other things, the filing of the Registration Statement and entering into the Indentures (as defined below);
4. the forms of Subordinated Debt Indenture, Senior Debt Indenture
and Secured Indenture incorporated by reference as exhibits to the Registration Statement (the “Indentures”); and
5. the Certificate of the Nevada Secretary of State as to the
incorporation and good standing of the Company under the laws of the State of Nevada as of February 17, 2022 (the “Good Standing Certificate”).
As to matters of fact material to the opinions expressed herein, we have relied on (a) information in public authority documents (and all opinions based on
public authority documents are as of the date of such public authority documents and not as of the date of this opinion letter), and (b) information provided in certificates of officers of the Company. We have not independently verified the facts so
relied on.
In such examination, we have assumed the following without investigation: (a) the authenticity of original documents and the genuineness of all signatures;
(b) the conformity to the originals of all documents submitted to us as copies; and (c) the truth, accuracy and completeness of the information, representations and warranties contained in the records, documents, instruments and certificates we have
reviewed.
B. Opinions
Based on the foregoing and subject to the qualifications and exclusions stated below, we express the following opinions:
1. Based solely on the Good Standing Certificate, the Company is a
corporation validly existing and in good standing under Nevada law.
2. The Company has the corporate power and authority to enter into
the Indentures and to perform its obligations thereunder.
For purposes of expressing the opinions herein, we have examined the laws of the State of Nevada, and our opinions are limited to such laws in their
current form. We have not reviewed, nor are our opinions in any way predicated on an examination of, the laws of any other jurisdiction, and we expressly disclaim responsibility for advising you as to the effect, if any, that the laws of any other
jurisdiction may have on the opinions set forth herein.
The opinions expressed herein (a) are limited to matters expressly stated herein, and no other opinions may be implied or inferred, including that we have
performed any actions in order to provide the legal opinions and statements contained herein other than as expressly set forth, and (b) are as of the date hereof (except as otherwise noted above). We disclaim any undertaking or obligation to update
these opinions for events and circumstances occurring after the date hereof (including changes in law or facts, or as to facts relating to prior events that are subsequently brought to our attention), or to consider its applicability or correctness
as to persons or entities other than the addressees.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and any amendments thereto, including any and all
post-effective amendments, and to the reference to our firm in the prospectus and any prospectus supplements relating thereto under the heading “Legal Matters.” In giving such consent, we do not thereby admit that we are in the category of persons
whose consent is required under Section 7 of the Securities Act, or related rules and regulations of the Commission issued thereunder.
