Common use of Opinions of Local Counsel Clause in Contracts

Opinions of Local Counsel. Xxxxxx Xxxxxxx LLP, counsel for the Company and Peak Gold Ltd. (the “British Columbia Guarantor”) in British Columbia, shall have furnished to the Representative, at the request of the Company, its written opinion, dated the Closing Date and addressed to the Initial Purchasers, in form and substance reasonably satisfactory to the Representative, to the effect set forth in Annex F hereto, (ii) Corrs, Chambers, Westgarth, counsel for Peak Gold Mines Pty Ltd (the “Australian Guarantor”) in Australia, shall have furnished to the Representative, at the request of the Company, its written opinion, dated the Closing Date and addressed to the Initial Purchasers, in form and substance reasonably satisfactory to the Representative, to the effect set forth in Annex G hereto, (iii) Von Wobeser y Sierra, counsel for Minera San Xavier S.A. de C.V. (the “Mexican Guarantor”) in Mexico, shall have furnished to the Representative, at the request of the Company, its written opinion, dated the Closing Date and addressed to the Initial Purchasers, in form and substance reasonably satisfactory to the Representative, to the effect set forth in Annex H hereto, and (iv) Xxxxxxx Xxxxxx Xxxxx & Xxxxxx, counsel for Western Mesquite Mines, Inc. (the “Nevada Guarantor”) in Nevada, shall have furnished to the Representative, at the request of the Company, its written opinion, dated the Closing Date and addressed to the Initial Purchasers, in form and substance reasonably satisfactory to the Representative, to the effect set forth in Annex I hereto.

Opinions of Local Counsel. Xxxxxx Xxxxxxx XxXxxxxx Carano LLP, special Nevada local counsel for the Company and Peak Gold Ltd. (the “British Columbia Guarantor”) in British ColumbiaGuarantors, shall have furnished to the Representative, at the request of the Company, its their written opinion, opinion dated the Closing Date and addressed to the Initial Purchasers, in form and substance reasonably satisfactory to the RepresentativeUnderwriters, to the effect set forth in Annex F D hereto, (ii) CorrsXxxxxx & Xxxxxxxxx LLP, Chambers, Westgarth, special Ohio local counsel for Peak Gold Mines Pty Ltd (the “Australian Guarantor”) in AustraliaCompany and the Guarantors, shall have furnished to the Representative, at the request of the Company, its their written opinion, opinion dated the Closing Date and addressed to the Initial Purchasers, in form and substance reasonably satisfactory to the RepresentativeUnderwriters, to the effect set forth in Annex G E hereto, (iii) Von Wobeser y SierraXxxxxxx Xxxxx, PLLC, special West Virginia local counsel for Minera San Xavier S.A. de C.V. (the “Mexican Guarantor”) in MexicoCompany and the Guarantors, shall have furnished to the Representative, at the request of the Company, its their written opinion, opinion dated the Closing Date and addressed to the Initial Purchasers, in form and substance reasonably satisfactory to the RepresentativeUnderwriters, to the effect set forth in Annex H F hereto, and (iv) Xxxxxxx Xxxxxx Xxxxx & XxxxxxXxxxxx LLP, special Louisiana local counsel for Western Mesquite Mines, Inc. (the “Nevada Guarantor”) in NevadaCompany and the Guarantors, shall have furnished to the Representative, at the request of the Company, its their written opinion, opinion dated the Closing Date and addressed to the Initial PurchasersUnderwriters, to the effect set forth in form Annex G hereto, (v) Xxxxxx Xxxxxx LLP , special Mississippi local counsel for the Company and substance reasonably satisfactory the Guarantors, shall have furnished to the Representative, at the request of the Company, their written opinion dated the Closing Date and addressed to the Underwriters, to the effect set forth in Annex H hereto, (vi) Xxxxxx Xxxxxx LLP , special Florida local counsel for the Company and the Guarantors, shall have furnished to the Representative, at the request of the Company, their written opinion dated the Closing Date and addressed to the Underwriters, to the effect set forth in Annex I hereto., (vii) Blank Rome LLP, special Pennsylvania local counsel for the Company and the Guarantors, shall have furnished to the Representative, at the request of the Company, their written opinion dated the Closing Date and addressed to the Underwriters, to the effect set forth in Annex J hereto, (viii) Xxxxxxx & Gage LLP, special Missouri local counsel for the Company and the Guarantors, shall have furnished to the Representative, at the request of the Company, their written opinion dated the Closing Date and addressed to the Underwriters, to the effect set forth in Annex K hereto, (ix) The Xxxxxx Law Firm, P.C., special Colorado local counsel for the Company and the Guarantors, shall have furnished to the Representative, at the request of the Company, their written opinion dated the Closing Date and addressed to the Underwriters, to the effect set forth in Annex L hereto, and (x) Xxxxx Xxxxxx P.L.C., special Iowa local counsel for the Company and the Guarantors, shall have furnished to the Representative, at the request of the Company, their written opinion dated the Closing Date and addressed to the Underwriters, to the effect set forth in Annex M hereto

Opinions of Local Counsel. Xxxxxx Xxxxxxx Lane & Xxxxxxxx LLP, counsel for in the Company and Peak Gold Ltd. (the “British Columbia Guarantor”) in British ColumbiaStatess of Delaware, shall have furnished to the Representative, at the request of the Company, its written opinion, dated the Closing Date and addressed to the Initial Purchasers, in form and substance reasonably satisfactory to the Representative, to the effect set forth in Annex F hereto, (ii) Corrs, Chambers, WestgarthLane & Xxxxxxxx LLP, counsel for Peak Gold Mines Pty Ltd (in the “Australian Guarantor”) in AustraliaState of Iowa, shall have furnished to the Representative, at the request of the Company, its written opinion, dated the Closing Date and addressed to the Initial Purchasers, in form and substance reasonably satisfactory to the Representative, to the effect set forth in Annex G hereto, (iii) Von Wobeser y SierraLane & Xxxxxxxx LLP, general counsel for Minera San Xavier S.A. de C.V. (to the “Mexican Guarantor”) in MexicoSubsidiary Guarantors, shall have furnished to the Representative, at the request of the Company, its written opinion, dated the Closing Date and addressed to the Initial Purchasers, in form and substance reasonably satisfactory to the Representative, to the effect set forth in Annex H heretohereto (ii) Cline, and (iv) Xxxxxxx Xxxxxx Xxxxx & Williams, Xxxxxx, Xxxxxxx & Xxxxxxxxx, L.L.P., counsel for Western Mesquite Mines, Inc. (in the “Nevada Guarantor”) in NevadaState of Nebraska, shall have furnished to the Representative, at the request of the Company, its written opinion, dated the Closing Date and addressed to the Initial Purchasers, in form and substance reasonably satisfactory to the Representative, to the effect set forth in Annex I hereto and (iii) Bangs, McCullen, Xxxxxx, Xxxx and Xxxxxxx LLP, counsel in the State of South Dakota, shall have furnished to the Representative, at the request of the Company, its written opinion, dated the Closing Date and addressed to the Initial Purchasers, in form and substance reasonably satisfactory to the Representative, to the effect set forth in Annex J hereto.