May 3, 2018
Denison Mines
Corp.
40 University Avenue, Suite
1100
Toronto,
Ontario
M5J 1T1
Re: Denison Mines Corp. –
Registration Statement on Form S-8
Ladies and
Gentlemen:
At your request, we have examined
the form of Registration Statement on Form S-8 (the
“Registration
Statement”) being filed by Denison Mines Corp. (the
“Company”) with
the United States Securities and Exchange Commission in connection
with the registration under the United States Securities Act of
1933, as amended (the “Act”), of 15,000,000 common
shares of the Company (the “Common Shares”), issuable under
the Company’s share unit plan approved by the shareholders of
the Company on May 3, 2018 (the “Share Unit
Plan”).
For the purpose of this opinion,
we have examined and reviewed originals or copies, certified or
otherwise, identified to our satisfaction of such documents,
corporate records and other instruments as we have deemed necessary
or appropriate, including the corporate proceedings and records of
the Company relating to the approval of the Share Unit Plan and the
issuance of the Common Shares. We have assumed the genuineness of
all signatures and the authenticity of all documents submitted to
us as originals and the conformity to authentic or original
documents of all documents submitted to us as a certified,
conformed or photostatic copies.
This opinion is limited to the
laws of the Province of Ontario and the federal laws of Canada
applicable therein. We do not express any opinion on any laws other
than the laws of the Province of Ontario and the laws of Canada
applicable therein.
Based upon and subject to the
foregoing, as of the date hereof, we are of the opinion that the
issuance of the Common Shares has been duly authorized and the
Common Shares will, at the time of their issuance upon the
settlement of duly and properly vested restricted share units
granted under the Share Unit Plan in accordance with the terms of
the Share Unit Plan, be validly issued and outstanding as fully
paid and non-assessable common shares of the
Company.
We consent to the use of this
opinion as an exhibit to the Registration Statement. In giving this
consent, however, we do not admit that we are “experts”
within the meaning of Section 11 of the Act as amended, or within
the category of persons whose consent is required by Section 7 of
the Act.
This opinion is provided solely
for the benefit of the addressee of this opinion in connection with
the filing of the Registration Statement. This opinion may not be
relied upon by anyone else or used for any other purpose without
our prior written consent. This opinion is given as of the
date hereof and we disclaim any obligation or undertaking to advise
any person of any change in law or fact which may come to our
attention after the date hereof.
Yours truly,
(signed) “Blake, Cassels
& Graydon LLP”