EXHIBIT 5.1
Snell & Wilmer L.L.P.
One South Church Avenue, Suite 1500
Tucson, Arizona 85701-1630
November 8, 2005
Gryphon Gold Corporation
905 West Pender Street, Suite 300
Vancouver BC
V6C 1L6
Ladies and Gentlemen:
We have acted as local Nevada counsel to Gryphon Gold Corporation, a
Nevada corporation (the "Company"), in connection with the Company's filing with
the Securities and Exchange Commission of a registration statement on Form SB-2
(No. 333-127635) (the "Registration Statement") under the Securities Act of
1933, as amended (the "Securities Act"), with respect to the offering and sale
by the Company of units as described below (the "Offered Units"). The Company
proposes to offer and sell the Offered Units pursuant to an underwriting
agreement in substantially the form of Exhibit __ to the Registration Statement
(the "Underwriting Agreement"), to be executed between the Company and the
underwriters named therein (the "Underwriters"). Each Offered Unit will be
comprised of one share of the Company's common stock, par value U.S. $0.001 per
share (the "Common Stock") and one-half of one Class A Warrant (individually a
"Warrant" and collectively, the "Warrants"). Each whole Warrant will entitle the
holder thereof to purchase one share of Common Stock at a specified price to be
determined, until the date that is twelve (12) months following the Closing Date
(as that term is defined in the Underwriting Agreement). In addition, at the
option of the Underwriters, exercised at any time and from time to time during
the period of thirty (30) days following the Closing Date, the Company proposes
to issue and sell to the Underwriters, pursuant to the Underwriting Agreement,
additional units (the "Additional Units" and, together with the Offered Units,
the "Purchased Securities") at the same price per Additional Unit as the
Underwriters shall pay for each Offered Unit. The Additional Units have
attributes identical to the Offered Units, and the Class A Warrants forming part
of the Additional Units (the "Additional Warrants") have attributes identical to
the Warrants. Pursuant to the Underwriting Agreement, the Company also proposes
to issue to or at the direction of the Underwriters on the Closing Date, options
(the "Underwriters' Options") in a form acceptable to the Company and the
Underwriters, entitling the holders thereof to purchase, in the aggregate,
shares of the Company's Common Stock equal to ten percent (10%) of the number of
Purchased Securities sold in the offering, exercisable at the offering price for
a period of twelve (12) months following the Closing Date. The Warrants and
Additional Warrants will be issued pursuant to a Warrant Indenture dated as of
the Closing Date between the Company and Computershare (the "Warrant
Indenture").
This opinion letter is delivered in accordance with the requirements of
Item 601(b)(5) of Regulation S-B under the Securities Act. In our capacity as
local Nevada counsel to the Company, we have reviewed and are familiar with the
Registration Statement and exhibits thereto. We have also reviewed such other
documents and have satisfied ourselves as to such other matters that we have
deemed necessary in order to render the opinions contained in this letter. As to
any facts material to the opinions expressed herein which were not independently
established or verified, we have relied upon oral or written statements and
representations of officers and other representatives of the Company and others.
Based upon the foregoing and in reliance thereon, and subject to the
qualifications and limitations set forth herein, we are of the opinion that:
1. With respect to the Offered Units and the Additional Units,
including the Common Stock and Warrants (to the extent governed by the law of
the State of Nevada) that constitute the Offered Units and Additional Units, and
the Underwriters' Options (to the extent governed by the law of the State of
Nevada), after (i) the Company's Board of Directors (the "Board") has taken all
necessary corporate action to approve the issuance and establish the terms of
their offering and related matters, (ii) the Registration Statement has become
effective and the securities or "blue sky" laws of applicable states shall have
been complied with, and any other applicable regulatory approvals have been
obtained, (iii) the Offered Units and Additional Units have been issued and sold
by the Company, and the Underwriters' Options have been issued, in the manner
contemplated by, and in compliance with, the Registration Statement and the
Underwriting Agreement, including any relevant amendment or supplement thereto
or in any supplement to the prospectus included in the Registration Statement,
and in accordance with the aforementioned Board action, (iv) the Warrant
Indenture has been executed and delivered by the parties thereto, and the
Warrants and Additional Warrants are issued in accordance with the Warrant
Indenture, and (v) the consideration for the Offered Units and the Additional
Units has been received by the Company as contemplated by the Registration
Statement and the Underwriting Agreement, including any relevant amendment or
supplement thereto or in any supplement to the prospectus included in the
Registration Statement, and in accordance with the aforementioned Board action,
the Offered Units and the Additional Units, including the Common Stock and
Warrants (to the extent governed by the law of the State of Nevada) that
constitute the Offered Units and Additional Units, and the Underwriters' Options
(to the extent governed by the law of the State of Nevada) will have been duly
authorized, validly issued, fully-paid and non-assessable.
2. With respect to the shares of Common Stock to be issued upon
exercise of any of the Warrants, Additional Warrants or the Underwriters'
Options, after (i) the Board has taken all necessary corporate action to approve
the issuance and establish the terms of the offering of the Warrants, Additional
Warrants and the Underwriters' Options and related matters, (ii) the
Registration Statement has become effective and the securities or "blue sky"
laws of applicable states shall have been complied with, and any other
applicable regulatory approvals have been obtained, (iii) the Warrants and
Additional Warrants have been issued and sold by the Company, and the
Underwriters'
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Options have been issued, in the manner contemplated by, and in compliance with,
the Registration Statement and the Underwriting Agreement, including any
relevant or supplement amendment thereto or in any supplement to the prospectus
included in the Registration Statement, and in accordance with such Board
action, (iv) the Warrant Indenture has been executed and delivered by the
parties thereto, and the Warrants and Additional Warrants are issued in
accordance with the Warrant Indenture, and (v) the applicable Warrants,
Additional Warrants or Underwriters' Options have been duly and validly
exercised in accordance with their terms and the applicable exercise price
therefor has been received by the Company, such shares of Common Stock will have
been duly authorized, validly issued, fully paid and non-assessable.
We are members of the bar of the State of Nevada. The opinions
expressed herein are limited solely to the laws of the State of Nevada and the
Federal laws of the United States of America (except that we express no opinion
as to Nevada securities or blue sky laws) and we express no opinion on the laws
of any other jurisdiction. This opinion is limited to the laws, including the
rules and regulations thereunder, as in effect on the date hereof. We disclaim
any obligation to advise you of any change in any of these sources of law or
subsequent legal or factual developments which might affect any matters or
opinions set forth herein. In giving the opinions herein, we have assumed that
(i) to the extent not governed by the law of the State of Nevada, when issued
and sold, the Warrants, Additional Warrants, and the Underwriters' Options will
be legal, valid and binding obligations of the Company and each other party
thereto, enforceable against the Company and each other party thereto in
accordance with their terms and (ii) we will have approved the form of the
Underwriters' Option agreed upon by the Company and the Underwriters. We have
further assumed that (i) all natural persons executing documents have the legal
capacity to do so and all signatures are genuine, (ii) all documents submitted
to us as originals are authentic, and (iii) all copies reviewed by us conform to
the originals.
We hereby consent to the filing of this opinion with the Commission as
Exhibit 5.1 to the Registration Statement. We also consent to the reference to
our firm under the heading "Legal Opinions" in the Registration Statement.
Very truly yours
/s/ Snell & Wilmer L.L.P.
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