Exhibit 5.3
February 19, 2020
Hecla Mining Company
6500 North Mineral Drive
Suite 200
Coeur d’Alene, ID
83815-9408
Dear Ladies and Gentlemen:
| Re: | Hecla Mining Company (“Hecla”) – Registration Statement on FormS-3; $13,800,000 Aggregate Principal Amount of 7.250% Senior Notes Due 2028 |
I have acted as Idaho counsel to Mines Management, Inc., an Idaho corporation (the “Corporation”), in connection with the preparation and filing of the Registration Statement on FormS-3 of the Company (the “ResaleS-3”), filed on or about the date hereof with the Securities and Exchange Commission (the “Commission”), relating to the registration under the Securities Act of 1933, as amended (the “Securities Act”), for resale from time to time by the selling noteholders, of up to $13,800,000 aggregate principal amount of the Company’s 7.250% Senior Notes due 2028 (the “Notes”) which were initially jointly and severally guaranteed on an unsecured basis (the “Guarantees”) by the entities identified as “Guarantors” (the “Guarantors”) under that certain Indenture, dated as of February 19, 2020 (the “Base Indenture”), by and among the Company, the Guarantors and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as supplemented by that certain First Supplemental Indenture (the “First Supplemental Indenture”), dated as of February 19, 2020, by and between such parties (the Base Indenture, as supplemented by the First Supplemental Indenture, the “Indenture”). The Notes were acquired in a registered public offering by the selling noteholders, some of whom may be deemed to be affiliates of the Company. This opinion is being furnished in connection with the requirements of Item 601(b)(5) of RegulationS-K under the Securities Act, and no opinion is expressed herein as to any matter pertaining to the contents of the ResaleS-3 or Prospectus (as defined below), other than as expressly stated herein.
Capitalized terms used but not otherwise defined herein have the meanings assigned thereto in the underwriting agreement, dated February 13, 2020, among Hecla, the Corporation, and J.P. Morgan Securities LLC, among others.
| 1. | TRANSACTION DOCUMENTS |
I have examined copies of each of the following documents (collectively, the “Transaction Documents”):
| (a) | the ResaleS-3; |
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| (b) | the Prospectus, dated February 19, 2020, included as part of the ResaleS-3 (the “Prospectus”); |
| (c) | the Indenture; |
| (d) | the notation of guarantee representing the Guarantee of the Corporation, dated February 19, 2020 and |
| (e) | the global certificate representing the Notes. |
| 2. | EXAMINATIONS AND INVESTIGATIONS |
Documents. I have also examined and relied upon originals or copies, certified or otherwise identified to my satisfaction, of the following:
| (a) | the articles of incorporation (the “Articles of Incorporation”), certified as of February 6, 2020, for the Corporation under the Idaho Business Corporation Act (the “ACT”), a copy of which has been delivered to you, |
| (b) | a certificate of existence for the Corporation, dated as of February 6, 2020, certified by the Secretary of State of the State of Idaho (the “Certificate of Existence”), and |
| (c) | a certificate, dated the date of this opinion, of an officer of the Corporation (the “Officer’s Certificate”), a copy of which had been delivered to you. |
Minute book review. Except for the corporate records forming part of the Officer’s Certificate, I have not reviewed the minute books of the Corporation.
| 3. | ASSUMPTIONS |
| (a) | Authenticity. I have assumed: |
| (i) | the legal capacity of all individuals signing documents, |
| (ii) | the genuineness of all signatures, |
| (iii) | the authenticity and completeness of all documents submitted to me as originals, |
| (iv) | the conformity to authentic original documents of all documents submitted to me as copies, and |
| (v) | the continuing accuracy of the Articles of Incorporation as of the date of this opinion, as if issued on that date. |
| (b) | Public records. I have assumed the completeness, accuracy, and currency of: |
| (i) | the indices and filing systems maintained at the public offices where I searched or made inquiries, |
| (ii) | all documents supplied or otherwise conveyed to me by public officials, and |
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| (iii) | all facts set out in those documents and in official public records. |
| (c) | Enforceability. I have assumed: |
| (i) | the due authorization, execution, and delivery of the Transaction Documents by all parties thereto, other than the Corporation; |
| (ii) | the due execution and delivery of the Transaction Documents by the Corporation to the extent such matters are not governed by the laws of the Jurisdiction (defined below); and |
| (iii) | that each of the Transaction Documents constitutes a legal, valid, and binding obligation of each of the parties thereto, enforceable against each such party in accordance with its terms. |
| (d) | Securities law matters.I have assumed that: |
| (i) | no order, ruling, or decision of any court or regulatory or administrative body is in effect at any material time that restricts any trades in securities of Hecla or that affects any person or company (including Hecla or any of its affiliates) that engages in such trade; and |
| (ii) | the ResaleS-3 is effective under the Securities Act and such effectiveness has not been terminated or rescinded. |
| 4. | RELIANCE |
| (a) | Status. In expressing the opinion in section 6(a), I have relied and my opinion is based solely upon the Certificate of Existence and the Officer’s Certificate. |
| (b) | Matters of fact in the Officer’s Certificate. I have relied solely upon the Officer’s Certificate as to the matters of fact set out in that certificate, without independently verifying those facts. |
| 5. | LAWS ADDRESSED |
The opinions expressed herein are limited to the laws of the State of Idaho (the “Jurisdiction”). The opinions given herein are given as of the date of this opinion and solely with respect to the laws of the Jurisdiction in effect as of the date of this opinion. It is not, in the absence of specific instructions to the contrary, my practice to update opinions to reflect changes in the law or practice.
| 6. | OPINIONS |
Based upon and subject to the foregoing and subject to the qualifications expressed herein, I am of the opinion that:
| (a) | Status. The Corporation is a corporation validly existing and in good standing under the laws of the State of Idaho. |
| (b) | Power and capacity. The Corporation has corporate power and capacity to carry on its business and to own properties and assets as described in the Time of |
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| Sale Information and the Prospectus, and to execute, deliver and perform its obligations under the Transaction Documents to which it is a party and to carry out the transactions contemplated under such Transaction Documents. |
| (c) | Authorization. The Corporation has taken all necessary corporate action to authorize its execution and delivery of, and the performance of its obligations under, the Transaction Documents to which it is a party. |
| (d) | Execution and delivery. The Corporation has, to the extent that execution and delivery are governed by the laws of the Jurisdiction, duly executed and delivered the Transaction Documents to which it is a party. |
| (e) | No breach. The execution, delivery, and performance by the Corporation of its obligations under each Transaction Document to which it is a party do not and will not breach or result in a default under: |
| (i) | its Articles of Incorporation orby-laws, or |
| (ii) | to the best of my knowledge, any law, statute, rule, or regulation to which it is subject. |
| (f) | No regulatory approval required. No authorization, consent, permit, or approval of, other action by, filing with, or notice to, any governmental agency or authority, regulatory body, court, or other similar entity having jurisdiction is required in connection with the execution, delivery and performance by the Corporation of the Transaction Documents to the extent a party thereto, and the consummation of the transactions contemplated thereby except such as have been obtained or made by the Corporation and are in full force and effect under the Securities Act and applicable state securities or blue sky laws. |
| 7. | USE OF OPINION |
This opinion is for your benefit in connection with the ResaleS-3 and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Securities Act. I consent to your filing this opinion as an exhibit to the ResaleS-3. 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 or the rules and regulations of the Commission thereunder.
Yours truly,
/s/ Michael Clary, Esq.
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