Exhibit 5.2
One Silk Street
London EC2Y 8HQ
Telephone (44-20) 7456 2000
Facsimile (44-20) 7456 2222
DX Box Number 10 CDE
Rio Tinto Finance (USA) Limited
Level 33
120 Collins Street
Melbourne, Victoria 3000
Australia
Rio Tinto plc 2
Eastbourne Terrace
London W2 6LG
United Kingdom
Rio Tinto Limited
Level 33
120 Collins Street
Melbourne, Victoria 3000
Australia
June 21, 2011
Dear Sirs,
| 1 | We have acted as United States counsel for Rio Tinto Finance (USA) Limited, a corporation incorporated under the laws of the State of Victoria, Commonwealth of Australia (the “Issuer”), Rio Tinto plc, a corporation organized under the laws of England and Wales (“Rio Tinto plc”), and Rio Tinto Limited, a corporation incorporated under the laws of the State of Victoria, Commonwealth of Australia (“Rio Tinto Limited” and, together with Rio Tinto plc, the “Guarantors”), in connection with the automatic shelf registration statement on Form F-3 (the “Registration Statement”) filed with United States Securities and Exchange Commission on June 21, 2011 relating to the registration under the United States Securities Act of 1933 (the “Act”) of (i) an indeterminate amount of the Issuer’s debt securities (the “Debt Securities”), which, if issued, will be unconditionally guaranteed as to payment of principal, premium, if any, and interest (the “Guarantees”) by each of the Guarantors and (ii) the Guarantees. The Debt Securities may be issued from time to time pursuant to the indenture dated July 2, 2001 among the Issuer, the Guarantors and The Bank of New York (the “Trustee”), as successor trustee to JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank) (the “Indenture”). |
| 2 | This opinion is limited to the federal law of the United States and the laws of the State of New York, and we express no opinion as to the effect of the laws of any other State of the United States or any other jurisdiction. |
This communication is confidential and may be privileged or otherwise protected by work product immunity.
Linklaters LLP is a limited liability partnership registered in England and Wales with registered number OC326345. It is a law firm regulated by the Solicitors Regulation Authority. The term partner in relation to Linklaters LLP is used to refer to a member of Linklaters LLP or an employee or consultant of Linklaters LLP or any of its affiliated firms or entities with equivalent standing and qualifications. A list of the names of the members of Linklaters LLP together with a list of those non-members who are designated as partners and their professional qualifications is open to inspection at its registered office, One Silk Street, London EC2Y 8HQ or on www.linklaters.com and such persons are either solicitors, registered foreign lawyers or European lawyers.
Please refer to www.linklaters.com/regulation for important information on our regulatory position.
| 3 | For the purpose of this opinion, we have examined the Indenture, such certificates and other documents, and such questions of law, as we have considered necessary or appropriate. We have assumed that the Issuer has the power to execute and deliver the Debt Securities and the Indenture and perform its obligations thereunder, that each of the Guarantors has the power to execute and deliver the Guarantees and the Indenture and perform its obligations thereunder, that the Indenture has been duly and validly authorized, executed and delivered under the laws of the Commonwealth of Australia by each of the Issuer and Rio Tinto Limited and under the laws of England by Rio Tinto plc, that the Debt Securities and the Guarantees conform to the forms examined by us and that the signatures on all documents examined by us are genuine, assumptions that we have not independently verified. |
| | 4.1 | The Indenture has been duly executed and delivered by the Issuer and each of the Guarantors and, assuming due authorization, execution and delivery thereof by the Trustee, constitutes a valid and legally binding agreement of the Issuer and the each of the Guarantors enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. |
| | 4.2 | The Debt Securities, when executed and delivered by the Issuer against payment therefor pursuant to the terms of the Indenture and when authenticated in accordance with the terms of the Indenture, will constitute valid and legally binding obligations of the Issuer enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. |
| | 4.3 | The Guarantees, when executed and delivered by each of the Guarantors pursuant to the terms of the Indenture, will constitute valid and legally binding obligations of the Guarantors enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. |
| 5 | We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to us under the heading “Legal Matters” in the Prospectus included in 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 of the Act. |
Yours faithfully,
/s/ Linklaters LLP
Linklaters LLP
Page 2 of 2
