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March
29, 2019
File
No.: 256815.00007/14816
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Eldorado
Gold Corporation
Suite
1188 – Bentall 5
550
Burrard Street
Vancouver,
BC V6C 2B5
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Dear
Sirs/Mesdames:
Re:
Eldorado Gold Corporation – Restricted Share Unit Plan,
Amended and Restated as of March 27, 2019 (the “RSU
Plan”)
We have acted as counsel to Eldorado Gold
Corporation (the “Corporation”), a corporation governed by the
Canada Business
Corporations Act (“CBCA”), in connection with the registration
under the U.S. Securities Act of
1933, as amended (the
“Act”), on a registration statement dated March
29, 2019 on Form S-8 (the “Registration
Statement”) of an
additional 4,000,000 restricted share units
(“RSUs”) and common shares
(“Shares”) of the Corporation, which Shares are
deliverable pursuant to the redemption of RSUs granted under the
Corporation’s RSU Plan. This opinion is being delivered at
your request.
We have considered such questions of law and examined such statutes
and regulations, corporate records, certificates and other
documents, including certificates and other documents of public
officials and officers of the Corporation, and have made such other
examinations, searches and investigations as we have considered
necessary, as the basis for the opinions hereinafter expressed. As
to the various questions of fact relevant to this opinion, we have
relied upon representations in certificates or other documents of
or made by an officer or officers of the Corporation or of other
companies or public officials as the case may be.
For the purposes of our opinion, we have assumed the genuineness of
all signatures, the authenticity and completeness of all documents
submitted to us as photostatic, certified or facsimile copies
(including commercial reproductions or documents obtained from
SEDAR, the electronic filing system of the securities regulatory
authorities in Canada, or EDGAR, the electronic filing system of
the U.S. Securities and Exchange Commission), the authenticity and
completeness of the originals of photostatic or facsimile copies
and that all documents submitted to us as copies, certified or
facsimile copies conform to authentic and complete original
documents and that all facts set forth in official public records
and certificates and other documents supplied by public officials
or otherwise conveyed to us are complete and accurate.
In addition, we have assumed the legal capacity for all purposes
relevant hereto of all natural persons signing any documents and,
with respect to all parties to agreements or instruments relevant
hereto other than the Corporation, that such parties had the
requisite power and authority (corporate or otherwise) to execute,
deliver and perform such agreements or instruments, that such
agreements or instruments have been duly authorized by all
requisite action (corporate or otherwise), executed and delivered
by such parties and that such agreements or instruments are legal,
valid, binding and enforceable obligations of such
parties.
The opinion herein is based on and limited to the laws of the
Province of British Columbia and the laws of Canada applicable
therein and is limited to the CBCA. This opinion is given to you as of the date hereof
and we disclaim any obligation to advise you of any change after
the date hereof on any matter set forth herein.
Based on and subject to the foregoing we are of the opinion that,
as of the date hereof, the Corporation has taken all necessary
corporate action on its part to authorize and approve the RSU
Plan.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement. In giving this consent, we do not admit
that we are in the category of persons whose consent is required
under Section 7 of the Act.
The foregoing opinion is being furnished to you solely for your
benefit and may not be used or relied upon by any other person or
for any other purpose, nor quoted from or referred to in any other
document and copies may not be delivered to, any other person
without our prior written consent.
Yours
truly,
s/ FASKEN MARTINEAU DUMOULIN LLP