WHITE & CASE
Limited Liability Partnership
1155 Avenue of the Americas
New York, New York 10036-2787
Telephone: (1-212) 819-8200
Facsimile: (1-212) 354-8113
December 12, 2000
Newmont Mining Corporation
1700 Lincoln Street
Denver, Colorado 80203
Ladies and Gentlemen:
We have acted as special counsel to Newmont Mining Corporation, a Delaware
corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission (the "Commission") of the registration
statement on Form S-3 (the "Registration Statement") under the Securities Act of
1933, as amended (the "Act"), relating to the registration under the Act of the
resale from time to time of an aggregate of 2,628,139 shares of the Company's
common stock, $1.60 par value per share (the "Common Stock"), to be issued to
Normandy International Holdings Pty Ltd. and Compagnie Miniere Internationale
Or S.A., pursuant to a Settlement Agreement, dated as of October 20, 2000 (the
"Settlement Agreement") between the Company, Compania de Minas Buenaventura
S.A.A., Bureau de Recherches Geologiques et Minieres, Normandy Mining Limited
and certain affiliates of each of them.
In so acting, we have examined such certificates of public officials and
certificates of officers of the Company, and originals (or copies certified to
our satisfaction) of all such corporate documents and records of the Company,
and such other documents as we have deemed relevant in order to give the opinion
hereinafter set forth. In this connection, we have assumed the genuineness of
all signatures, the authenticity of all documents submitted to us as originals
and the conformity to authentic originals of all documents submitted to us as
certified, conformed, facsimile or photostatic copies. In addition, we have
relied, to the extent we deem such reliance proper, upon such certificates of
public officials and of officers of the Company with respect to the accuracy of
material factual matters contained therein which were not independently
established.
Based upon the foregoing, it is our opinion that issuance of the Shares has
been duly authorized by all necessary corporate action on behalf of the Company
and, when issued and delivered as provided for in the Settlement Agreement, will
be validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever appearing in the
Registration Statement, including the prospectus constituting a part thereof,
and any amendments or supplements thereto. In giving this consent, we do not
thereby admit that we are within the category of persons whose consent is
required under Section 7 of the Act or the rules and regulations of the
Commission thereunder.
Very truly yours,
/s/ White & Case LLP
MSB:ABDM:JWK
