[Letterhead of Thelen Reid & Priest LLP]
July 14, 2000
Homestake Mining Company
1600 Riviera Avenue, Suite 200
Walnut Creek, CA 94596-3658
Re: Registration of Securities on Form S-3 for
Homestake Mining Company
Ladies and Gentlemen:
We have acted as counsel for Homestake Mining Company, a Delaware
corporation (the "Company"), in connection with the preparation
of a Registration Statement on Form S-3 (the "Registration
Statement") relating to the proposed resale, from time to time,
of 2,600,000 shares of common stock, $1.00 par value, of the
Company ("Common Stock"), by the selling stockholder identified
in the Registration Statement (the "Selling Stockholder").
Please be advised that we are of the opinion that the shares
of Common Stock to be offered and sold by the Selling Stockholder
pursuant to the Registration Statement are legally issued, fully
paid and non-assessable.
We are members of the bar of the State of California and we
express no opinion as to the laws of any state or jurisdiction
other than federal laws of the United States, the laws of the
State of California and the corporate law of the State of
Delaware.
We hereby consent to the filing of this opinion with the
Commission as an exhibit to the Registration Statement on Form
S-3.
Very truly yours,
/s/ Thelen Reid & Priest LLP
Thelen Reid & Priest LLP
MLJ/CWC
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