Exhibit 5.1
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| | SIDLEY AUSTIN LLP 787 SEVENTH AVENUE NEW YORK, NY 10019 +1 212 839 5300 +1 212 839 5599 FAX AMERICA ● ASIA PACIFIC ● EUROPE | | |
December 9, 2020
MP Materials Corp.
6720 Via Austi Parkway, Suite 450
Las Vegas, Nevada
| | Re: | Registration Statement on Form S-1 |
Ladies and Gentlemen:
We refer to the Registration Statement on Form S-1 (the “Registration Statement”) being filed by MP Materials Corp., a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), covering the registration of (a) the issuance of 11,499,968 shares of common stock, par value $0.0001 per share (“Common Stock”), of the Company currently issuable upon the exercise of the Company’s issued and outstanding warrants (the “Warrants”) by the holders thereof (the “Warrant Shares”), (b) the resale of the Warrant Shares by holders of such Warrant Shares and (c) the resale of up to 118,047,154 shares of Common Stock by the selling stockholders named in the Registration Statement (the “Selling Stockholder Shares”). The Warrants were issued pursuant to that certain Warrant Agreement, dated as of April 29, 2020 (the “Warrant Agreement”), between the Company (formerly known as Fortress Value Acquisition Corp.) and Continental Stock Transfer & Trust Company, as warrant agent.
This opinion letter is being delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.
We have examined the Registration Statement, the Company’s certificate of incorporation, the bylaws of the Company, the Warrant Agreement and resolutions adopted by the board of directors of the Company relating to the Registration Statement, the Warrant Agreement and the issuance of the Warrant Shares and the Selling Stockholder Shares by the Company. We have also examined originals, or copies of originals certified to our satisfaction, of such agreements, documents, certificates and statements of the Company and other corporate documents and instruments, and have examined such questions of law, as we have considered relevant and necessary as a basis for this opinion letter. We have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures, the legal capacity of all persons and the conformity with the original documents of any copies thereof submitted to us for examination. As to facts relevant to the opinions expressed herein, we have relied without independent investigation or verification upon, and assumed the accuracy and completeness of, certificates, letters and oral and written statements and representations of public officials and officers and other representatives of the Company.
