EX-5.1 3 a08-14582_1ex5d1.htm EX-5.1

 

 

Exhibit 5.1

 

May 14, 2008

 

Southern Copper Corporation

11811 North Tatum Blvd.

Suite 2500, Phoenix, AZ

 

Re:                               Registration Statement on Form S-8 of Southern Copper Corporation Relating to the Issuance of Shares of Common Stock Pursuant to the Southern Copper Corporation Directors’ Stock Award Plan

 

Ladies and Gentlemen:

 

                We have acted as special counsel to Southern Copper Corporation, a Delaware corporation (the “Company”), in connection with the preparation of a registration statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), relating to the offering of up to 128,000 shares (the “Shares”) of the Company’s Common Stock, par value $.01 per share, pursuant to the provisions of the Southern Copper Corporation Directors’ Stock Award Plan (the “Plan”).  We have examined such records, documents, statutes and decisions as we have deemed relevant in rendering this opinion.

 

                We are of the opinion that when:

 

 

(a)

 

the applicable provisions of the Act and of State securities or blue sky laws shall have been complied with;

 

(b)

 

the Company’s Board of Directors shall have duly authorized the issuance of the Shares; and

 

(c)

 

the Shares shall have been duly issued and paid for in accordance with the Plan in an amount not less than par value of $.01 per share,

 

the Shares will be legally issued, fully paid and non-assessable.

 

We hereby consent to the use of this opinion as Exhibit 5 to the Registration Statement.  In giving such opinion, we do not thereby admit that we are acting within the category of persons whose consent is required under Section 7 of the Act or the rules or regulations of the Commission thereunder.

 

 

Very truly yours,

 

 

 

Milbank, Tweed, Hadley & McCloy LLP