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Exhibit 8.1
[LETTERHEAD OF PAUL, WEISS, RIFKIND, WHARTON & GARRISON]
November 22, 2000
Battle Mountain Gold Company
333 Clay Street
Suite 4200
Houston, Texas 77002
Ladies and Gentlemen:
We have acted as special counsel to Battle
Mountain Gold Company, a Nevada corporation (the "Company"), in
connection with the preparation of the Registration Statement on
Form S-4 (the "Registration Statement") filed by Newmont Mining
Corporation, a Delaware corporation ("Newmont"), with the
Securities and Exchange Commission pursuant to the Securities Act
of 1933, as amended (the "Act"), and the rules and regulations
thereunder (the "Rules") relating to the proposed merger of Bounty
Merger Corp., a Nevada corporation and wholly owned subsidiary of
Newmont ("Merger Sub"), with and into the Company. In connection
therewith, we have been requested to render our opinion as to the
matters hereinafter set forth. Capitalized terms used and not
otherwise defined herein shall have the meanings attributed
thereto in the Registration Statement.
In this regard, we have reviewed copies of the
Registration Statement (including the exhibits and appendices
thereto). We have also made such other investigations of fact and
law and have examined the originals, or copies authenticated to
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our satisfaction, of such other documents, records, certificates
or other instruments as in our judgment are necessary or
appropriate to render the opinion expressed below.
The opinion set forth below is limited to the
Internal Revenue Code of 1986, as amended (the "Code"),
administrative rulings, judicial decisions, Treasury regulations
and other applicable authorities, all as in effect on the date
hereof. The statutory provisions, regulations, and interpretations
upon which our opinion is based are subject to change, and such
changes could apply retroactively. Any such change could affect
the continuing validity of the opinion set forth below. We assume
no responsibility to advise you of any subsequent changes in
existing law or facts, nor do we assume any responsibility to
update this opinion with respect to any matters expressly set
forth herein, and no opinions are to be implied or may be inferred
beyond the matters expressly so stated.
Based upon and subject to the foregoing, we
confirm that the opinions of Paul, Weiss, Rifkind, Wharton &
Garrison set forth in the Proxy Statement/Prospectus forming a
part of the Registration Statement under the heading "The
Merger - U.S. Federal Income Tax Consequences of the Merger"
constitute our opinions with respect to such matters.
We hereby consent to the filing of this opinion
as an exhibit to the Registration Statement, or any amendment
pursuant to Rule 462 under the Act. In giving this consent, we do
not hereby agree that we come within the category of persons whose
consent is required by the Act or the Rules, nor do we hereby
admit that we are experts with respect to any part of the
Registration Statement within the meaning of the term "experts" as
used in the Act or the Rules.
Very truly yours,
/s/ PAUL, WEISS, RIFKIND, WHARTON & GARRISON
