EX-5.1 2 dex51.htm OPINION OF BELL, BOYD & LLOYD LLP Opinion of Bell, Boyd & Lloyd LLP
LOGO   

Exhibit 5.1

 

70 West Madison Street, Suite 3100

Chicago, Illinois 60602-4207

312.372.1121 • Fax 312.827.8000

September 9, 2008

Hecla Mining Company

6500 North Mineral Drive

Suite 200

Coeur d’Alene, Idaho 83815-9408

Hecla Mining Company

Registration Statement on Form S-4

Ladies and Gentlemen:

We have acted as securities counsel to Hecla Mining Company, a Delaware corporation (the “Company”), in connection with the registration statement on Form S-4 and the amendments thereto (Reg. No. 333-130682) (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) on December 23, 2005, as amended, under the Securities Act of 1933, as amended (the “Act”). The Registration Statement relates to, among other issuances, the Company’s proposed issuance of up to approximately 6,936,884 shares of its common stock, par value $0.25 per shares (the “Shares”), in accordance with the Asset Purchase Agreement, dated as of February 12, 2008, as amended on August 12, 2008 (the “Purchase Agreement”), by and among the Company, Hecla Merger Company, a Delaware corporation and wholly-owned subsidiary of the Company, and Independence Lead Mines Company, an Arizona corporation (“Independence”), pursuant to which substantially all of the assets of Independence (the “Assets”) will be acquired by the Company in exchange for the Shares (the “Asset Sale”).

For the purpose of this opinion, we have examined originals, or copies certified or otherwise identified to our satisfaction, of only the following documents: (a) Certificate of Incorporation and all Certificates of Amendment, Certificates of Designation, Certificates of Merger, and Certificates of Ownership of the Company filed with the Secretary of State of the State of Delaware through the date of this opinion (collectively, the “Certificate of Incorporation”), (b) the bylaws of the Company, as amended, (c) pertinent resolutions of the Board of Directors and committees thereof of the Company, (d) a certificate or certificates of the Secretary of State of the State of Delaware, (e) certificates or letters of the Company and others, (f) the Purchase Agreement, and (g) such other documents as we have deemed necessary as a basis for the opinions set forth herein. As to questions of fact material to this opinion, we have relied, to the extent we deemed such reliance appropriate, without investigation, on the documents referred to above.

In connection with this opinion, we have assumed that (i) all information contained in all documents reviewed by us is true and correct; (ii) all signatures on all documents examined by us are genuine; (iii) all documents submitted to us as originals are authentic and all documents

 

chicago • san diego • washington


Hecla Mining Company

September 9, 2008

Page 2

 

submitted to us as copies conform to the originals of those documents; (iv) each natural person signing any document reviewed by us had the legal capacity to do so; (v) each person signing in a representative capacity any document reviewed by us had authority to sign in such capacity; and (vi) the Purchase Agreement has been duly authorized and validly executed and delivered by the Company and the other parties thereto.

Based upon the foregoing, we are of the opinion that when the Asset Sale is consummated in accordance with the Purchase Agreement, and the Shares are delivered in exchange for the Assets as contemplated by the Purchase Agreement, the Shares issued in the Asset Sale will be validly issued, fully paid, and non-assessable.

The opinion and other matters in this letter are qualified in their entirety by, and subject to, the following:

i. We express no opinion as to the laws of any jurisdiction other than the Included Laws. For purposes of this opinion, the term “Included Laws” means the Laws of the State of Delaware that are, in our experience, normally applicable to the matters covered by our opinion, including the General Corporation Law of the State of Delaware, any applicable provisions of the Constitution of the State of Delaware, and applicable judicial decisions. We do not express any opinions as to any other laws or the laws of any other jurisdiction.

ii. This letter and the matters addressed herein are as of the date hereof, and we undertake no, and hereby disclaim any, obligation to advise you of any change in any matter set forth herein, whether based on a change in the law, a change in any fact relating to the Company or any other person or entity, including governmental authorities (each such person or entity being a “Person”), or any other circumstance. This opinion letter is limited to the matters expressly stated herein and no opinions are to be inferred or may be implied beyond the opinions expressly set forth herein.

We consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement and to the references made to our firm under the caption “Legal Matters” in the proxy statement/prospectus forming a part of the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Act. Without our prior consent, this letter may not be quoted in whole or in part or otherwise referred to in any other document and may not be otherwise furnished or disclosed to or used by any other Person.

Very truly yours,

/s/ BELL, BOYD & LLOYD, LLP