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Exhibit 5.1

Registration Statement on Form S-3 Offer of 51,154,280 Class A Shares

 

Ladies and Gentlemen:

We are issuing this opinion letter in our capacity as Australian legal counsel to Tronox Limited, a company incorporated in Australia (the “Company”). This opinion letter is being delivered in connection with the proposed offer (the “Offer”) for sale, from time to time, of up to 51,154,280 Class A ordinary shares in the Company (each a “Class A Share”) by Exxaro Resources Limited (the “selling shareholder”) and the proposed registration by the Company of the Class A Shares pursuant to a Registration Statement on Form S-3 filed with the Securities and Exchange Commission (the “Commission”) on October 2, 2017, for the purposes of registering the offering of the Class A Shares under the Securities Act of 1933, as amended (the “Securities Act”). Such Registration Statement is hereinafter referred to as the “Registration Statement”. (Capitalized terms used but not defined in this opinion have the same meaning as is given to those terms in the Registration Statement.)

In connection with the preparation of this letter, we have, among other things, read:

(a)

the Registration Statement;

(b)

the Shareholder’s Deed;

(c)

such constituent documents and corporate records of the Company as deemed necessary by us;

(d)

a search of the public database maintained by the Australian Securities and Investments Commission; and

(e)

such other documents, records and other instruments as we have deemed necessary or appropriate in order to deliver this opinion.

Subject to the assumptions, qualifications, exclusions and other limitations which are identified in this letter, we are of the following opinion:

(a)	The Company is duly incorporated and validly existing under the Corporations Act 2001 (Commonwealth of Australia) (the “Corporations Act”) as a company limited by shares.

Ashurst Australia (ABN 75 304 286 095) is a general partnership constituted under the laws of the Australian Capital Territory and is part of the Ashurst Group.

(b)

Each Class B ordinary share in the Company (“Class B Share”) held by the selling shareholder will automatically, without any further action by any person, convert to a Class A Share upon transfer of that share to a person who is not an Affiliate of the selling shareholder.  On conversion, the Class A Shares will be validly issued, fully paid, and nonassessable.  The term “nonassessable” is not a term which is used for the purposes of Australian company law. Our opinion is based (and we rely) on advice from Tronox Incorporated’s US Counsel that the term “nonassessable”, when used in relation to Class A Shares, means that no calls for further payment may be made upon those shares or upon the holders of those shares solely by reason of their ownership of the shares.

“Affiliate” has the meaning given as at 15 June 2012 under the rules and regulations promulgated by the Commission under the Securities Act.

Except for the activities described in this letter, we have not undertaken any investigation to determine the facts upon which the advice in this letter is based.

We have assumed for purposes of this letter:

(i)

the Constitution of the Company reviewed by us is the Constitution of the Company which will be in force when the Class B Shares held by the selling shareholder are transferred;

(ii)

the Shareholder’s Deed will not exempt any Class B Shares transferred by the selling shareholder from automatic conversion to Class A Shares as, among other things, the transfer will not be approved by a resolution of the Company passed by the requisite majority for the purposes of clause 5(c) of the Shareholder’s Deed;

(iii)

no other agreement with the Company will be in force when the Class B Shares held by the selling shareholder are transferred that exempts the shares from automatic conversion to Class A Shares;

(iv)

the directors of the Company acted in accordance with their duties in  resolving to issue the Class B Shares held by the selling shareholder;

(v)

the resolution of the directors of the Company resolving to issue the Class B Shares to the selling shareholder was passed at a properly convened meeting of the directors of the Company at which all requirements relating to the declaration of directors’ interests were duly observed and all directors who voted were entitled to do so;

(vi)

on issue of the Class B Shares held by the selling shareholder, the selling shareholder agreed to become a member of the Company and its name was entered on the register of members of the Company;

(vii)

the selling shareholder has remained and will remain entered on the register of members of the Company in respect of each Class B Share until transfer and conversion of the share pursuant to the Offer and has not otherwise Transferred (as defined in the Constitution of the Company) the share;

(viii)

at all relevant times, the selling shareholder has had and will have the legal capacity and powers of an individual both in and outside this jurisdiction;

(ix)

to the extent that the issue, holding, transfer or conversion of the Class B Shares held by the selling shareholder, occurred or occurs in a jurisdiction other than Western Australia, it is not and will not be illegal or unenforceable under the laws of that jurisdiction;

(x)

no person has contravened or will contravene any applicable law by undertaking or participating in the Offer;

(xi)

each document we have reviewed for purposes of this letter is complete, each such document that is an original is authentic, each such document that is a copy conforms to an authentic original, and all signatures on each such document are genuine; and that the parties thereto, other than the Company, had the power, corporate or other, to enter into and perform all obligations thereunder, and that each such document was duly authorized by all requisite corporate action of parties, other than the Company, and that such documents were duly executed and delivered by each party thereto, other than the Company.

In preparing this letter, we have relied without independent verification upon: (i) information obtained from governmental authorities; (ii) factual information represented to be true in the documents specifically identified at the beginning of this letter as having been read by us; (iii) factual information provided to us by the Company or its representatives; and (iv) factual information we have obtained from such other sources as we have deemed reasonable. We have assumed that there has been no relevant change or development between the dates as of which the information cited in the preceding sentence was given and the date of this letter and that the information upon which we have relied is accurate and does not omit disclosures necessary to prevent such information from being misleading.

We consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. We also consent to the reference to our firm under the heading “Legal matters” in the Registration Statement as the attorneys who will provide opinions regarding the validity of the Class A Shares to be offered. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

This opinion relates only to the laws of Western Australia (“Relevant Jurisdiction”) and the federal laws of Australia as they apply in the Relevant Jurisdiction as in force at 9.00 am (Perth time) on the date of this opinion (“Relevant Laws”). This opinion is limited to the matters referred to and is not to be construed as extending to any other matters. In particular (but without limiting the generality of the foregoing), no opinion is expressed as to what further documentation may need to be entered into, or what other requirements may need to be complied with, to permit an offering of Class A Shares in Australia or any other jurisdiction.

We express no opinion as to, nor have we taken into account, the implications of any pending or foreshadowed legislative or regulatory proposal or amendment or of any litigation, hearing or pending judgment in the Relevant Jurisdiction including but not limited to any matter not yet decided on appeal.

This opinion is given on the basis that it will be construed in accordance with the Relevant Laws.

This letter speaks as of the time of its delivery on the date it bears. We do not assume any obligation to provide you with any subsequent opinion or advice by reason of any fact about which we did not have knowledge at that time, by reason of any change subsequent to that time in any law, or for any other reason.

This letter is being furnished to you in connection with the filing of the Registration Statement and in accordance with the requirements of Item 601(b)(5)(i) of Regulation S-K promulgated under the Securities Act.

Yours faithfully,

/s/ Ashurst Australia

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