EX-5 2 d22496exv5.htm LEGAL OPINION AND CONSENT OF HOGAN & HARTSON L.L.P. exv5
 

EXHIBIT 5

[Hogan & Hartson L.L.P. Letterhead]

February 17, 2005

Board of Directors
Royal Gold, Inc.
1660 Wynkoop Street
Suite 1000
Denver, Colorado 80202

Ladies and Gentlemen:

          We are acting as counsel to Royal Gold, Inc., a Delaware corporation (the “Company”), in connection with its registration statement on Form S-8, as amended (the “Registration Statement”), filed with the Securities and Exchange Commission relating to the proposed public offering of up to 900,000 shares of the Company’s common stock, par value $0.01 per share, issuable under the terms of the Royal Gold, Inc. 2004 Omnibus Long-Term Incentive Plan (the “Plan”). This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. § 229.601(b)(5), in connection with the Registration Statement.

          For purposes of this opinion letter, we have examined copies of the following documents:

  1.   An executed copy of the Registration Statement.
 
  2.   A copy of the Plan, as certified by the Secretary of the Company on the date hereof as being complete, accurate and in effect.
 
  3.   The Certificate of Incorporation of the Company, as certified by the Secretary of the State of the State of Delaware on January 31, 2005 and by the Secretary of the Company on the date hereof as being complete, accurate, and in effect.
 
  4.   The Bylaws of the Company, as certified by the Secretary of the Company on the date hereof as being complete, accurate, and in effect.
 
  5.   A certificate of good standing of the Company issued by the Secretary of State of the State of Delaware dated January 31, 2005.
 
  6.   Resolutions of the Board of Directors of the Company adopted at a Special Meeting on October 6, 2004 and resolutions of the Board of Directors of the Company adopted by unanimous written consent on February 14, 2005, both as certified by the Secretary of the Company on the date hereof as being complete, accurate, and in effect, relating

 


 

      to the issuance and sale of the Shares and arrangements in connection therewith.
 
  7.   Resolutions of the Stockholders of the Company adopted at an Annual Meeting on November 10, 2004 as certified by the Secretary of the Company on the date hereof as being complete, accurate, and in effect, relating to the approval and adoption of the Plan.
 
  8.   A certificate of an officer of the Company, dated as of the date hereof, as to certain facts relating to the Company.

          In our examination of the aforesaid documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents, and the conformity to authentic original documents of all documents submitted to us as copies (including telecopies). This opinion letter is given, and all statements herein are made, in the context of the foregoing.

          This opinion letter is based as to matters of law solely on the Delaware General Corporation Law, as amended. We express no opinion herein as to any other laws, statutes, ordinances, rules, or regulations. As used herein, the term “Delaware General Corporation Law, as amended” includes the statutory provisions contained therein, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting these laws.

          Based upon, subject to and limited by the foregoing, we are of the opinion that, when issued in accordance with the terms of the Plan, the Shares will be validly issued, fully paid and nonassessable.

          This opinion letter has been prepared for your use in connection with the Registration Statement and speaks as of the date hereof. We assume no obligation to advise you of any changes in the foregoing subsequent to the delivery of this opinion letter.

          We hereby consent to the filing of this opinion letter as Exhibit No. 5 to the Registration Statement. In giving this consent, we do not thereby admit that we are an “expert” within the meaning of the Securities Act of 1933, as amended.

     
  Very truly yours,
 
   
   
 
   
  HOGAN & HARTSON L.L.P.