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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 5.1
Yamana Gold Inc.
200 Bay Street, Suite 2200
Toronto, Ontario
Canada M5J 2J3
Registration Statement on Form F-10/F-4
Ladies and Gentlemen:
In connection with the Registration Statement on Form F-10/F-4 (the “Registration Statement”) of Yamana Gold Inc., a Canadian corporation (the “Company”), and certain subsidiaries of the Company named therein as Guarantors (collectively, the “Guarantors”), filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “Act”), and the rules and regulations thereunder (the “Rules”), you have asked us to furnish our opinion as to the legality of the securities being registered under the Registration Statement. The Registration Statement relates to the registration under the Act of the Company’s 4.950% Senior Notes due 2024 (the “Exchange Notes”) and the guarantees of the Exchange Notes by the Guarantors (the “Guarantees”).
The Exchange Notes and the Guarantees are to be offered in exchange for the Company’s outstanding 4.950% Senior Notes due 2024 (the “Initial Notes”) and the guarantees of the Initial Notes by the Guarantors. The Exchange Notes and the
Guarantees will be issued by the Company in accordance with the terms of the Indenture (the “Base Indenture”), dated as of June 30, 2014, among the Company, Wilmington Trust, National Association, as Trustee (the “Trustee”), Citibank, N.A., as paying agent, registrar and authenticating agent (the “Securities Administrator”), and the Guarantors, as supplemented by the Supplemental Indenture, dated as of June 30, 2014, among the Company, the Trustee, the Securities Administrator and the Guarantors (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”).
In connection with the furnishing of this opinion, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (collectively, the “Documents”):
1. the Registration Statement;
2. the Base Indenture, included as Exhibit 4.2 to the Registration Statement;
3. the Supplemental Indenture, included as Exhibit 4.3 to the Registration Statement;
4. the form of Exchange Note and the related Guarantees, included as Exhibit 4.1 to the Registration Statement; and
5. the Registration Rights Agreement, dated as of June 30, 2014 (the “Registration Rights Agreement”), among the Company, the Guarantors and the initial purchasers named therein, included as Exhibit 4.4 to the Registration Statement.
In addition, we have examined such certificates, agreements and documents that we deemed relevant and necessary as a basis for the opinions expressed below. We have also relied upon the factual matters contained in the representations and warranties of the
Company and the Guarantors made in the Documents and upon certificates of public officials and the officers of the Company and the Guarantors. The documents incorporated by reference into the Registration Statement were prepared by the Company and Canadian Malartic Corporation (formerly known as Osisko Mining Corporation) without our participation.
In our examination of the documents referred to above, we have assumed, without independent investigation, the genuineness of all signatures, the legal capacity of all individuals who have executed any of the documents reviewed by us, the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as certified, photostatic, reproduced or conformed copies of valid existing agreements or other documents, the authenticity of all the latter documents and that the statements regarding matters of fact in the certificates, records, agreements, instruments and documents that we have examined are accurate and complete. We have also assumed, without independent investigation, (i) that the Exchange Notes and Guarantees will be issued as described in the Registration Statement, (ii) that the Exchange Notes and Guarantees will be in substantially the form attached to the Indenture and that any information omitted from such form will be properly added, (iii) that each of the Company and each Guarantor is validly existing and in good standing under the laws of its jurisdiction of organization, (iv) that each of the Company and each Guarantor has all necessary power and authority to execute, deliver and perform its obligations under the Indenture and the Exchange Notes or Guarantees, as applicable, (v) that the execution, delivery and performance by each of the Company and each Guarantor of the Indenture and the Exchange Notes or Exchange Guarantees, as
applicable, has been duly authorized by all necessary corporate action and do not violate such party’s certificate or articles of incorporation, articles of association, by-laws, operating agreements or other organizational documents or the laws of its jurisdiction of organization and (vi) the due execution and delivery of the Indenture and the Exchange Notes or Guarantees, as applicable, by each of the Company and each Guarantor under the laws of its jurisdiction of organization.
Based upon the above, and subject to the stated assumptions, exceptions and qualifications, we are of the opinion that:
1. When duly issued, authenticated and delivered against the surrender and cancellation of the Initial Notes as set forth in the Registration Statement and in accordance with the terms of the Indenture and the Registration Rights Agreement, the Exchange Notes will be valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms, except that the enforceability of the Exchange Notes may be subject to bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).
2. When the Exchange Notes are duly issued, authenticated and delivered against the surrender and cancellation of the Initial Notes as set forth in the Registration Statement and in accordance with the terms of the Indenture and the Registration Rights Agreement, the Guarantees will be valid and legally binding obligations of each of the Guarantors enforceable against each of the Guarantors in accordance with their terms, except that enforceability of the Guarantees may be subject
to bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law).
The opinions expressed above are limited to the laws of the State of New York. Our opinion is rendered only with respect to the laws, and the rules, regulations and orders under those laws, that are currently in effect.
We hereby consent to use of this opinion as an exhibit to the Registration Statement and to the use of our name under the heading “Legal Matters” contained in the prospectus included in the Registration Statement. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required by the Act or the Rules.
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Very truly yours, |
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| 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 | |||
| 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 |