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May 16, 2024
Paramount
Gold Nevada Corp.
665 Anderson Street
Winnemucca, NV 89445
Re: Paramount Gold Nevada Corp. – Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as special
counsel to Paramount Gold Nevada Corp., a Nevada corporation (the “Company”), in connection with the Controlled Equity OfferingSM Sales Agreement, dated March 8, 2024 (the
“Agreement”), by and among Cantor Fitzgerald & Co. and A.G.P./Alliance Global Partners, as sales agents, and the Company, pursuant to which the Company may issue and sell up to an aggregate of $7,000,000 shares of common
stock, par value $0.01 per share (the “Shares”). The Shares are being offered and sold pursuant to the Company’s shelf registration statement on Form S-3 (Registration No. 333-275376), initially filed by the Company with the Securities and Exchange Commission (the “Commission”) on November 7, 2023, as amended on February 6, 2024 and March 8,
2024, and declared effective on March 22, 2024 (the “Registration Statement”), in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder
(collectively, the “Act”), relating to the issuance and sale of the Shares.
For purposes of rendering this opinion, we
have examined originals or copies (certified or otherwise identified to our satisfaction) of (i) the Registration Statement, including the prospectus contained therein (the “Base Prospectus”); (ii) the prospectus supplement,
dated May 16, 2024, in the form filed with the Commission pursuant to Rule 424(b) under the Act (the “Prospectus Supplement,” together with the Base Prospectus and the documents incorporated and deemed to be incorporated by
reference therein, herein collectively referred to as the “Prospectus”); (iii) the Amended and Restated Certificate of Incorporation, as amended (“Company’s Certificate of Incorporation”); (iv) the Amended and
Restated Bylaws of the Company (“Company’s Bylaws”); and (v) records of proceedings of the Board of Directors, or committees thereof. We have also examined such other certificates of public officials, such other
certificates of officers of the Company and such other records, agreements, documents and instruments as we have deemed relevant and necessary as a basis for the opinions hereafter set forth. In rendering such opinion, we have relied as to factual
matters upon the representations, warranties and other statements made in the Agreement without having independently verified such factual matters.
