Exhibit 5.1
[The Mosaic Company Letterhead]
June 23, 2011
The Mosaic Company
3033 Campus Drive, Suite E490
Plymouth, Minnesota 55441
Ladies and Gentlemen:
I am the Executive Vice President, General Counsel and Corporate Secretary of The Mosaic Company, a Delaware corporation (the “Company”) and in such capacity have acted as counsel to the Company in connection with the Registration Statement on Form S-3 (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to (i) the sale from time to time by certain selling stockholders of an undetermined number of shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) that are issued and outstanding (the “Resale Shares”) and (ii) the issuance and sale from time to time by the Company of an undetermined number of shares of Common Stock (the “Primary Shares”).
I have examined the Registration Statement and I also have examined the originals, or duplicates or certified or conformed copies, of such corporate and other records, agreements, documents and other instruments and have made such other investigations as I have deemed relevant and necessary in connection with the opinions hereinafter set forth. As to questions of fact material to this opinion, I have relied upon certificates or comparable documents of public officials.
In rendering the opinion set forth below, I have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents.
Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, I am of the opinion that (1) the Resale Shares are validly issued, fully paid and nonassessable and (2) when the Primary Shares have been issued in accordance with a duly authorized, executed and delivered underwriting, purchase or similar agreement, the Primary Shares will be validly issued, fully paid and nonassessable.
2
I do not express any opinion herein concerning any law other than the Delaware General Corporation Law (including the statutory provisions, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the foregoing).
I hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the use of my name under the caption “Legal Matters” in the Prospectus included in the Registration Statement. In giving such consent, I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act.
Very truly yours, |
/s/ Richard L. Mack |
Name: Richard L. Mack |
Title: Executive Vice President, General Counsel and Corporate Secretary |