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As Of Filer Filing For·On·As Docs:Size Issuer Agent 10/08/14 Yamana Argentina Holdings B.V. F-10 79:13M Merrill Corp/New/FA Minera Meridian Minerals S. de R.L. de C.V. Yamana Chile Rentista de Capitales Mobiliarios Limitada Minera Meridian Limitada Jacobina Mineracao e Comercio Ltda. Yamana Gold Inc. Mineracao Maraca Industria e Comercio S.A. |
Document/Exhibit Description Pages Size
1: F-10 Registration Statement of a Foreign Private Issuer HTML 2.83M
(Not Effective Immediately)
2: EX-3.1 Articles of Incorporation/Organization or By-Laws HTML 127K
3: EX-3.2 Articles of Incorporation/Organization or By-Laws HTML 59K
4: EX-3.3 Articles of Incorporation/Organization or By-Laws HTML 36K
5: EX-3.4 Articles of Incorporation/Organization or By-Laws HTML 39K
6: EX-3.5 Articles of Incorporation/Organization or By-Laws HTML 56K
7: EX-3.6 Articles of Incorporation/Organization or By-Laws HTML 162K
8: EX-4.1 Instrument Defining the Rights of Security Holders HTML 52K
17: EX-4.13 Instrument Defining the Rights of Security Holders HTML 36K
9: EX-4.2 Instrument Defining the Rights of Security Holders HTML 615K
10: EX-4.3 Instrument Defining the Rights of Security Holders HTML 190K
11: EX-4.4 Instrument Defining the Rights of Security Holders HTML 208K
12: EX-4.5 Instrument Defining the Rights of Security Holders HTML 1.23M
13: EX-4.6 Instrument Defining the Rights of Security Holders HTML 1.11M
14: EX-4.7 Instrument Defining the Rights of Security Holders HTML 827K
15: EX-4.8 Instrument Defining the Rights of Security Holders HTML 545K
16: EX-4.9 Instrument Defining the Rights of Security Holders HTML 475K
18: EX-5.1 Opinion re: Legality HTML 36K
19: EX-5.2 Opinion re: Legality HTML 40K
20: EX-5.3 Opinion re: Legality HTML 50K
21: EX-5.4 Opinion re: Legality HTML 55K
22: EX-5.5 Opinion re: Legality HTML 47K
23: EX-5.6 Opinion re: Legality HTML 61K
24: EX-8.1 Opinion re: Tax Matters HTML 29K
25: EX-12.1 Statement re: Computation of Ratios HTML 61K
26: EX-23.1 Consent of Experts or Counsel HTML 23K
29: EX-23.10 Consent of Experts or Counsel HTML 25K
30: EX-23.11 Consent of Experts or Counsel HTML 25K
31: EX-23.12 Consent of Experts or Counsel HTML 26K
32: EX-23.13 Consent of Experts or Counsel HTML 26K
33: EX-23.14 Consent of Experts or Counsel HTML 24K
34: EX-23.15 Consent of Experts or Counsel HTML 25K
35: EX-23.16 Consent of Experts or Counsel HTML 26K
36: EX-23.17 Consent of Experts or Counsel HTML 25K
37: EX-23.18 Consent of Experts or Counsel HTML 25K
38: EX-23.19 Consent of Experts or Counsel HTML 26K
27: EX-23.2 Consent of Experts or Counsel HTML 24K
39: EX-23.20 Consent of Experts or Counsel HTML 25K
40: EX-23.21 Consent of Experts or Counsel HTML 24K
41: EX-23.22 Consent of Experts or Counsel HTML 25K
42: EX-23.23 Consent of Experts or Counsel HTML 26K
43: EX-23.24 Consent of Experts or Counsel HTML 24K
44: EX-23.25 Consent of Experts or Counsel HTML 24K
45: EX-23.26 Consent of Experts or Counsel HTML 25K
46: EX-23.27 Consent of Experts or Counsel HTML 25K
47: EX-23.28 Consent of Experts or Counsel HTML 25K
48: EX-23.29 Consent of Experts or Counsel HTML 25K
49: EX-23.30 Consent of Experts or Counsel HTML 25K
50: EX-23.31 Consent of Experts or Counsel HTML 24K
51: EX-23.32 Consent of Experts or Counsel HTML 25K
52: EX-23.33 Consent of Experts or Counsel HTML 25K
53: EX-23.34 Consent of Experts or Counsel HTML 25K
54: EX-23.35 Consent of Experts or Counsel HTML 25K
55: EX-23.36 Consent of Experts or Counsel HTML 25K
56: EX-23.37 Consent of Experts or Counsel HTML 25K
57: EX-23.38 Consent of Experts or Counsel HTML 25K
58: EX-23.39 Consent of Experts or Counsel HTML 25K
59: EX-23.40 Consent of Experts or Counsel HTML 24K
60: EX-23.41 Consent of Experts or Counsel HTML 24K
61: EX-23.42 Consent of Experts or Counsel HTML 24K
62: EX-23.43 Consent of Experts or Counsel HTML 24K
63: EX-23.44 Consent of Experts or Counsel HTML 24K
64: EX-23.45 Consent of Experts or Counsel HTML 24K
65: EX-23.46 Consent of Experts or Counsel HTML 24K
66: EX-23.47 Consent of Experts or Counsel HTML 24K
67: EX-23.48 Consent of Experts or Counsel HTML 24K
68: EX-23.49 Consent of Experts or Counsel HTML 24K
69: EX-23.50 Consent of Experts or Counsel HTML 24K
70: EX-23.51 Consent of Experts or Counsel HTML 25K
71: EX-23.52 Consent of Experts or Counsel HTML 24K
72: EX-23.53 Consent of Experts or Counsel HTML 24K
73: EX-23.54 Consent of Experts or Counsel HTML 24K
74: EX-23.55 Consent of Experts or Counsel HTML 24K
75: EX-23.56 Consent of Experts or Counsel HTML 24K
76: EX-23.57 Consent of Experts or Counsel HTML 24K
28: EX-23.9 Consent of Experts or Counsel HTML 25K
77: EX-25.1 Statement re: Eligibility of Trustee HTML 164K
78: EX-99.1 Miscellaneous Exhibit HTML 148K
79: EX-99.2 Miscellaneous Exhibit HTML 46K
Exhibit 5.2
Yamana Gold Inc.
200 Bay Street
Royal Bank Plaza, North Tower
Suite 2200
Toronto, ON M5J 2J3
- and —
Paul, Weiss, Rifkind, Wharton &
Garrison LLP
Toronto-Dominion Centre
77 King Street West,
Suite 3100
Toronto, ON M5K 1J3
Dear Sirs:
We have acted as Canadian counsel to Yamana Gold Inc. (the “Company”) in connection with the issuance by the Company of US$500,000,000 aggregate principal amount of 4.950% Senior Notes due 2024 (the “Exchange Notes”) in exchange for an equal aggregate principal amount of the Corporation’s existing unregistered notes carrying the same terms (the “Unregistered Notes”). The Unregistered Notes have been and the Exchange Notes will be guaranteed (the “Guarantees”) on a full and unconditional basis by each of the guarantors listed in Schedule A hereto (the “Guarantors”).
We understand that the Company intends to offer to exchange the Unregistered Notes and the Guarantees for an equivalent principal amount of Exchange Notes and related Guarantees, pursuant to an exchange offer registered with the United States Securities and Exchange Commission (the “SEC”).
The Exchange Notes and related Guarantees will be issued pursuant to an indenture (the “Indenture”) dated as of June 30, 2014 among the Company, Wilmington Trust, National Association, as trustee (the “Trustee”) and Citibank, N.A., as paying agent, registrar and authenticating agent (the “Securities Administrator”), as supplemented by a supplemental indenture among the Company, the Guarantors, the
Securities Administrator and the Trustee (including the Guarantees contained therein) dated as of June 30, 2014 (the “Supplemental Indenture”).
Documents Reviewed
As Canadian counsel, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (collectively, the “Documents”):
(a) the Indenture; and
(b) the Supplemental Indenture;
(c) an exchange and registration rights agreement among the Company, the Guarantors and Citigroup Global Markets Inc., Morgan Stanley & Co. LLC and RBC Capital Markets, LLC, as representatives of the Initial Purchasers dated as of June 30, 2014 (the “Registration Rights Agreement”);
(d) the global certificates evidencing the Exchange Notes (the “Global Exchange Notes”); and
(e) a registration statement of the Company on Form F-10/F-4 with respect to the Exchange Notes and the Guarantees (the “Registration Statement”).
The documents described in (a) — (d) above are collectively referred to herein as the “New York Documents”.
Assumptions and Fact Reliance
We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such public and corporate records, certificates, instruments and other documents and have considered such questions of law as we have deemed relevant and necessary as a basis for the opinions expressed below. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as copies, whether facsimile, photostatic, certified or otherwise.
We have assumed as to matters of fact, the truthfulness of the representations made in the New York Documents and in certificates of public officials and officers of the Company, copies of which have been delivered to you.
We have assumed that each of the parties to a New York Document, other than the Company, is a validly subsisting legal entity, has all requisite power and capacity to execute and deliver each New York Document to which it is a party and to exercise its rights and perform its obligations thereunder, and has taken all necessary action to authorize the execution and delivery of each such New York Document and the exercise of its rights and the performance of its obligations thereunder.
We have assumed that each New York Document is the legal, valid and binding obligation of each party thereto (other than the Company), enforceable against each such party in accordance with its terms.
For the purposes of our opinion in respect of the Company in paragraph 1 below, we have relied exclusively upon a compliance certificate dated October 3, 2014 issued by Industry Canada in respect of the Company, which we assume continues to be true and accurate as of the date of this opinion.
We express no opinion with respect to any filings, proceedings, permits, consents, orders or authorizations which may be required in connection with any transaction including a party having the status under applicable laws as an insider of, or a person in a “special relationship” with, the Company.
Scope of Opinions
Our opinions are expressed only with respect to the laws of the Provinces of Ontario and British Columbia (collectively, the “Provinces”) and the federal laws of Canada applicable therein which are in effect on the date of this opinion and we assume no obligation to update these opinions to take into account any changes to such laws after the date hereof. We express no opinion as to any laws or matters governed by the laws of any other jurisdictions.
Opinions
Based and relying upon the foregoing, and subject to the qualifications hereinafter expressed, we are of the opinion that:
Incorporation
1. The Company is a corporation continued under the laws of Canada and has not been dissolved.
Execution and Delivery
2. The Company has the corporate power and capacity to execute and deliver each New York Document to which it is a party and to perform its obligations thereunder. The execution, delivery and performance of each New York Document to which the Company is a party has been duly authorized by all necessary corporate action on the part of the Company and, to the extent that execution and delivery are matters governed by the laws of the Provinces and the federal laws of Canada applicable therein, has been duly executed and delivered by the Company.
No Contravention or Conflicts
3. The execution and delivery by the Company of each New York Document to which the Company is a party and the performance of its obligations thereunder do not contravene or result in a breach of or constitute a default under its articles or by-laws.
4. The execution and delivery by the Company of each New York Document to which it is a party and the performance of its obligations thereunder do not contravene any statute or regulation of the Provinces or Canada binding on or applicable to it.
Qualification
This opinion letter speaks only as of the date hereof. We expressly disclaim any responsibility to advise you of any development or circumstance of any kind, including any change of law or fact, that may occur after the date of this opinion letter that might affect the opinions expressed herein.
This opinion letter is being delivered to you for your use only in connection with the filing of the Registration Statement with respect to the Exchange Notes and the Guarantees with the SEC and may not be relied upon by any other person other than you. We understand that Paul, Weiss, Rifkind, Wharton & Garrison LLP is relying on this opinion letter for purposes of the opinion to be delivered by such firm in connection with the Registration Statement.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to us under the heading “Legal Matters” in the prospectus that forms part of the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 or the United States Securities Act of 1933.
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Yours truly, |
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Schedule A
Guarantors
Jacobina Mineração e Comércio Ltda.
Mineração Maracá Industria e Comércio S.A.
Yamana Argentina Holdings BV
Yamana Chile Rentista de Capitales Mobiliarios Limitada
Minera Meridian Limitada
Minera Meridian Minerales, S. de R.L. de C.V.
| This ‘F-10’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed as of: | 10/8/14 | F-X | ||
| Filed on: | 10/7/14 | |||
| 10/6/14 | 6-K | |||
| 10/3/14 | ||||
| 6/30/14 | 6-K | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/25/22 Yamana Gold Inc. F-10 20:736K Toppan Merrill/FA 12/10/21 Jacobina Mineracao e Comerc… Ltda F-4/A 2:886K Toppan Merrill/FA 12/10/21 Yamana Gold Inc. F-10/A 2:883K Toppan Merrill/FA 11/12/21 Jacobina Mineracao e Comerc… Ltda F-4 36:4.8M Toppan Merrill/FA 11/12/21 Yamana Gold Inc. F-10 36:4.8M Toppan Merrill/FA |