[LETTERHEAD OF THELEN REID & PRIEST LLP]
August 8, 2000
Homestake Mining Company
1600 Riviera Avenue, Suite 200
WALNUT CREEK, CA 94596-3658
Re: Registration of Securities on Form S-8 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-8 relating to
the issuance and sale of 12,000,000 shares of common stock, $1.00
par value, of the Company ("Common Stock"), pursuant to the
Homestake Mining Company Amended Stock Option Plan and Share
Rights Plan-1996 (the "Plan").
Please be advised that we are of the opinion that the Common
Stock to be offered and sold by the Company, when issued and paid
for in the manner contemplated by the Plan, will be 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 laws 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-8.
Very truly yours,
/s/ Thelen Reid & Priest LLP
Thelen Reid & Priest LLP
MLJ/CCWC
