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Exhibit 5.1
[LETTERHEAD OF WHITE & CASE]
November 21, 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 Registration Statement on
Form S-4 (the "Registration Statement") relating to the proposed issuance of up
to 24,900,000 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").
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 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.
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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 has become effective under the
Securities Act, the Merger has become effective in accordance with the General
Corporation Law of the State of Delaware and the terms and conditions of the
Merger 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 and the Registration Statement 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, 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 Joint Proxy Statement/Prospectus forming part of the
Registration Statement. 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
