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Exhibit 5.1
[LETTERHEAD OF WHITE & CASE]
December 5, 2000
Newmont Mining Corporation
1700 Lincoln Street
Denver, CO 80203
Dear Sirs:
We have acted as counsel for Newmont Mining Corporation, a Delaware
corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended (the "Securities Act"), of the Company's Registration
Statement on Form S-4 (No. 333-50516) filed on November 22, 2000, and thereafter
declared effective by the Commission, and the Company's Registration Statement
on Form S-4 filed on December 5, 2000 (each a "Registration Statement", and
together the "Registration Statements") relating to the proposed issuance of up
to 26,700,000 shares of common stock, par value $1.60 per share, of the Company
(the "Common Shares") and 2,300,000 shares of $3.25 convertible preferred stock,
par value $5.00 per share, of the Company (the "Preferred Shares" and, together
with the Common Shares, the "Shares"), which are proposed to be issued by the
Company in connection with the merger (the "Merger") contemplated by that
certain Agreement and Plan of Merger, dated as of June 21, 2000 (the "Merger
Agreement"), by and among the Company, Bounty Merger Corp., a Nevada corporation
and wholly-owned subsidiary of the Company ("BMC"), and Battle Mountain Gold
Company, a Nevada corporation ("Battle Mountain") and by that certain
Arrangement Agreement, dated as of June 21, 2000 (the "Arrangement Agreement"),
by and among the Company, Battle Mountain, BMC, and Battle Mountain Canada Ltd.,
an Ontario corporation ("Battle Mountain Canada").
We have examined such certificates of public officials, certificates of
corporate agents and certificates of officers of the Company, and the originals
(or copies thereof certified to our satisfaction) of such corporate documents
and records of the Company, and such other documents, records and papers as we
have deemed relevant in order to give the opinions hereinafter set forth. In
this connection we have assumed the genuineness of signatures on and the
authenticity of all documents so examined. Also, we have relied upon such
certificates of
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Newmont Mining Corporation
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public officials, corporate agents and officers of the Company and such other
certificates 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, (i) the issuance of
the Shares has been duly authorized by appropriate corporate action of the
Company and (ii) when the Registration Statement filed on the date hereof
becomes effective, under the Securities Act, the Merger has become effective in
accordance with the General Corporation Law of the State of Delaware and the
State of Nevada and the terms and conditions of the Merger Agreement and the
Arrangement Agreement, the certificates representing the Shares have been duly
signed by the Company and countersigned by the transfer agent and registrar of
the Company, and the Shares have been issued and delivered as contemplated by
the Merger Agreement, the Arrangement Agreement and the Registration Statements
in exchange for outstanding shares of common stock, par value $0.10, and
preferred stock, par value $1.00, as the case may be, of Battle Mountain, and
exchangeable shares of Battle Mountain Canada, the Shares will be validly
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
registration Statement and to the use of our name under the caption "Legal
Matters" in the Proxy Statement/Prospectus forming part of the Registration
Statements. 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
Securities Act or the rules and regulations of the Commission.
Very truly yours,
/s/ White & Case LLP
MSB:SE
