Exhibit 5.1
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SSR Mining Inc. 7001 E. Belleview Ave., Suite 800 Denver, Colorado 80237 |
Dear Sirs/Mesdames:
Re: Registration of Common Shares of SSR Mining Inc.
We have acted as Canadian counsel to SSR Mining Inc., a company incorporated and existing under the laws of the Province of British Columbia (the “Company”), in connection with the registration under the United States Securities Act of 1933, as amended, pursuant to a Registration Statement on Form S-8 (the “Registration Statement”), filed on or about the date hereof with the United States Securities and Exchange Commission (the “SEC”), of a maximum aggregate number of up to 9,500,000 common shares of the Company (collectively, the “S-8 Shares”), which may be made issuable under the Company’s 2021 Share Compensation Plan (the “2021 Plan”). The S-8 Shares issuable under the 2021 Plan shall not exceed 4.5% of the number of the Company’s issued and outstanding common shares at the time of such grant (such S-8 Shares, the “Registration Shares”).
For purposes of this opinion, we have examined the Registration Statement and, for the purposes of this opinion, we have also examined originals or copies, certified or otherwise identified to our satisfaction, of and relied upon the following documents (collectively, the “Corporate Documents”):
| (a) | a certificate of an officer of the Company (the “Officer’s Certificate”). |
| (b) | the notice of articles and the articles of the Company, each attached to the Officer’s Certificate; |
| (c) | certain resolutions of the Company’s directors and shareholders relating to the 2021 Plan and attached to the Officer’s Certificate; and |
We also have reviewed such other documents, and have considered such questions of law, as we have deemed relevant and necessary as a basis for our opinion. With respect to the accuracy of factual matters material to this opinion, we have relied upon the Corporate Documents, without independent investigation of the matters provided for therein for the purpose of providing our opinion.
In examining all documents and in providing our opinion we have assumed that:
| (a) | all individuals had the requisite legal capacity; |
| (b) | all signatures are genuine; |
| (c) | all documents submitted to us as originals are complete and authentic and all photostatic, certified, telecopied, notarial or other copies conform to the originals; |