Common use of Opinions of Local Counsel Clause in Contracts

Opinions of Local Counsel. (i) 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. (i) Xxxxxx Xxxxxxx & Xxxxxxx, LLP, counsel for the Company and Peak Gold Ltd. Atlas-Tuck Concrete, Inc. (the “British Columbia Oklahoma Guarantor”) in British Columbiathe State of Oklahoma, 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 E hereto; (ii) Xxxxxxx Xxxxx LLP, counsel for 000 Xxxx 00xx Xxxxxxxx, LLC, Colonial Concrete, Co., Eastern Concrete Materials, Inc., Xxxxxxx West LLC, Hamburg Quarry Limited Liability Company, Master Mix Concrete, LLC, and Premco Organization, Inc. (the “New Jersey Guarantors”) in the State of New Jersey, 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, ; (iiiii) Corrs, Chambers, WestgarthXxxxxxxx Xxxxxx Xxxxxxxx and Xxxx LLP, counsel for Peak Gold Mines Pty Ltd Xxxxx Gravel Company (the “Australian Michigan Guarantor”) in Australiathe State of Michigan, 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, ; and (iiiiv) Von Wobeser y SierraXxXxxxxx Xxxxxxx & Xxxx LLP, counsel for Minera San Xavier S.A. de C.V. MG, LLC (the “Mexican Maryland Guarantor”) in Mexicothe State of Maryland, 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. (i) Xxxxxx Xxxxxxx Stoel Rives LLP, California and Washington 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 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) CorrsConnor & Xxxxxxx, ChambersLLP, Westgarth, Oklahoma and Texas 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 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 SierraXxxxx Xxxxxx LLP, Florida counsel for Minera San Xavier S.A. de C.V. the Company and the 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 and (iv) Xxxxxxx LLP, Kansas, Minnesota and Missouri counsel for the “Mexican Guarantor”) in MexicoCompany and the 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 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. (i) Xxxxxx Xxxxxxx Stoel Rives LLP, California and Washington 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 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) CorrsConnor & Xxxxxxx, ChambersLLP, Westgarth, Oklahoma and Texas 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 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 SierraXxxxx Xxxxxx LLP, Florida counsel for Minera San Xavier S.A. de C.V. the Company and the 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 and (iv) Xxxxxxx LLP, Kansas, Minnesota and Missouri counsel for the “Mexican Guarantor”) in MexicoCompany and the 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 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.