[Letterhead of White & Case LLP]

April 26, 2002


Newmont Mining Corporation
1700 Lincoln Street
Denver, Colorado  80203



Ladies and Gentlemen:

     We have examined the Registration  Statement on Form S-3 (the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities Act"),
in the form in which it is to be filed today by Newmont  Mining  Corporation,  a
Delaware  corporation  (the  "Company"),  and  Newmont USA  Limited,  a Delaware
corporation  ("Newmont USA"),  with the Securities and Exchange  Commission (the
"Commission") relating to (i) shares of common stock, par value $1.60 per share,
of the Company (the "Common  Shares"),  together with  preferred  stock purchase
rights (the "Rights") which, prior to the occurrence of certain events, will not
be exercisable or evidenced  separately  from the Common Shares,  (ii) shares of
preferred  stock,  par value  $5.00 per share,  of the Company  (the  "Preferred
Shares"),  which may be  convertible  into  Common  Shares,  (iii)  warrants  to
purchase  Common  Shares (the "Common  Stock  Warrants"),  (iv) debt  securities
consisting of debentures,  notes or other evidences of indebtedness representing
unsecured,   unsubordinated   obligations  of  the  Company  (the  "Senior  Debt
Securities")  guaranteed by Newmont USA Limited  ("Newmont USA") pursuant to one
or more guarantees (the "Senior  Guarantees"),  which Senior Debt Securities may
be convertible into Common Shares, (v) debt securities consisting of debentures,
notes or other evidences of indebtedness  representing  unsecured,  subordinated
obligations of the Company (the "Subordinated Debt Securities" and together with
the Senior Debt  Securities,  the "Debt  Securities")  guaranteed by Newmont USA
pursuant to one or more guarantees (the "Subordinated Guarantees",  and together
with the Senior Guarantees the "Guarantees"), which Subordinated Debt Securities
may be  convertible  into  Common  Shares and (vi)  warrants  to  purchase  Debt
Securities (the "Debt Warrants").  The Common Shares,  the Preferred Shares, the
Common  Stock  Warrants,  the Senior  Debt  Securities,  the  Subordinated  Debt
Securities,  the Guarantees and the Debt Warrants are  collectively  referred to
herein as the "Securities". The Securities are being registered for offering and
sale  from time to time  pursuant  to Rule 415 under  the  Securities  Act.  The
aggregate public offering price of the Securities  being registered  pursuant to
the Registration Statement is $500,000,000.
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Newmont Mining Corporation
Page 2

     The  Rights  will be issued  pursuant  to a Rights  Agreement,  dated as of
February  13, 2002 (the  "Stockholders  Rights  Plan"),  between the Company and
Mellon  Investor  Services  LLC,  as Rights  Agent,  filed as Exhibit 4.8 to the
Registration  Statement.  The Common Stock Warrants are to be issued pursuant to
the terms of a Warrant Agreement (the "Common Stock Warrant Agreement"),  in the
form filed as Exhibit 4.11 to the  Registration  Statement,  between the Company
and a bank or trust  company  to be  named by the  Company  (the  "Common  Stock
Warrant Agent").

     The  Senior  Debt  Securities  and the Senior  Guarantees  are to be issued
pursuant to an Indenture (the "Senior Debt Indenture"),  to be dated on or about
the date of first issuance of the Senior Debt Securities  thereunder,  among the
Company,  Newmont USA, as guarantor, and Citibank, N.A., as trustee (the "Senior
Debt  Trustee"),  filed  as  Exhibit  4.9 to  the  Registration  Statement.  The
Subordinated  Debt Securities and the  Subordinated  Guarantees are to be issued
pursuant to an Indenture (the "Subordinated Debt Indenture"),  to be dated on or
about the date of the first issuance of Subordinated Debt Securities thereunder,
between the Company,  Newmont USA, as guarantor,  and Citibank, N.A., as trustee
(the  Subordinated  Debt  Trustee"),  filed as Exhibit 4.10 to the  Registration
Statement. The Debt Warrants are to be issued pursuant to the terms of a Warrant
Agreement (the "Debt Warrant Agreement") between the Company and a bank or trust
company to be named by the Company (the "Debt Warrant Agent").

     Based  upon  our  examination  of such  documents,  certificates,  records,
authorizations  and  proceedings as we have deemed  relevant,  it is our opinion
that:

     1. With respect to the Common  Shares,  when (i) the issuance of the Common
Shares has been duly  authorized by  appropriate  corporate  action and (ii) the
certificates  for the Common  Shares  have been duly  executed  by the  Company,
countersigned  by  the  transfer  agent  therefor  and  duly  delivered  to  the
purchasers  thereof  against  payment  therefor,  (x) the Common  Shares will be
validly  issued,  fully  paid  and  nonassessable  and (y) the  Rights,  if any,
included with the Common Shares will be duly authorized and validly issued.

     2. With  respect to the  Preferred  Shares,  when (i) the  issuance  of the
Preferred Shares has been duly authorized by appropriate  corporate action, (ii)
the Certificate of Designations  establishing  the terms of the Preferred Shares
has been duly approved by  appropriate  corporate  action,  duly executed by the
Company and filed with the  Secretary of State of the State of  Delaware,  (iii)
the  certificates  for the  Preferred  Shares  have  been duly  executed  by the
Company,  countersigned  by the transfer  agent  therefor  and  delivered to the
purchasers  thereof against payment  therefor,  and (iv) if the Preferred Shares
are convertible  into Common Shares,  (x) the issuance of such Common Shares has
been duly authorized by appropriate  corporate action,  (y) the Preferred Shares
are  presented for  conversion in accordance  with the terms thereof and (z) the
certificates  for such  Common  Shares have been duly  executed by the  Company,
countersigned  by the  transfer  agent  therefor  and duly  delivered  upon such
conversion to the persons  entitled thereto in accordance with the terms of such
Preferred  Shares,  (a) the Preferred
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Newmont Mining Corporation
Page 3

Shares  will be  validly  issued,  fully paid and  nonassessable  and (b) if the
Preferred Shares are convertible into Common Shares,  the Common Shares issuable
upon conversion of the Preferred  Shares will be validly issued,  fully paid and
nonassessable  and the Rights,  if any,  included with the Common Shares will be
duly authorized and validly issued.

     3. With respect to the Common Stock Warrants, when (i) the execution of the
Common Stock Warrant  Agreement  pursuant to which the Common Stock Warrants are
to be issued  has been duly  authorized  by the  Company  and the  Common  Stock
Warrant  Agent,  (ii) the Common Stock Warrant  Agreement  pursuant to which the
Common Stock  Warrants are to be issued has been duly  executed and delivered by
the Company and the Common Stock Warrant Agent, (iii) the issuance of the Common
Stock Warrants,  and the issuance of the Common Shares issuable upon exercise of
the Common Stock Warrants,  have been duly  authorized by appropriate  corporate
action,  (iv) the certificates  representing the Common Stock Warrants have been
duly executed by the Company and countersigned by the Common Stock Warrant Agent
in accordance with the provisions of the Common Stock Warrant Agreement and duly
delivered to the purchasers  thereof  against payment  therefor,  (v) the Common
Stock  Warrants are duly  exercised,  and the exercise  price  therefor paid, in
accordance  with the terms of the Common  Stock  Warrants  and the Common  Stock
Warrant Agreement, and (vi) the certificates for the Common Shares issuable upon
exercise of the Common Stock  Warrants  have been duly  executed by the Company,
countersigned  by the transfer  agent therefor and duly delivered to the persons
entitled thereto upon such exercise, (x) the Common Stock Warrants will be valid
and legally binding  obligations of the Company,  enforceable in accordance with
their terms, subject to bankruptcy, insolvency,  reorganization or other similar
laws  affecting  the rights of creditors  generally  and general  principles  of
equity  (whether  applied by a court of law or equity) and (y) the Common Shares
issued upon exercise of the Common Stock Warrants will be validly issued,  fully
paid and  nonassessable  and the Rights, if any, included with the Common Shares
will be duly authorized and validly issued.

     4.  When (i) the  execution  of the  Senior  Debt  Indenture  has been duly
authorized  by  the  Company,  Newmont  USA  and  the  Senior  Debt  Trustee  by
appropriate corporate action, (ii) the Senior Debt Indenture,  in the form filed
as an  exhibit  to the  Registration  Statement,  has  been  duly  executed  and
delivered by the  Company,  Newmont USA and the Senior Debt  Trustee,  (iii) the
issuance of the Senior Debt  Securities  and the related  Senior  Guarantees and
approval of the final terms thereof have been duly authorized by the Company and
Newmont  USA,  as the case may be, by  appropriate  corporate  action,  (iv) the
Senior Debt Securities and the related Senior Guarantees  endorsed  thereon,  in
the respective  forms included in the Senior Debt Indenture  filed as an exhibit
to the  Registration  Statement  (with such changes or additions as permitted in
the Senior Debt Indenture), have been duly executed and delivered by the Company
and Newmont  USA, as the case may be, and the Senior Debt  Securities  have been
authenticated  by the Senior Debt Trustee  pursuant to the Senior Debt Indenture
and delivered and paid for and (v) if the Senior Debt Securities are convertible
into  Common  Shares,  (x) the  issuance  of such  Common  Shares  has been duly
authorized by appropriate  corporate action,  (y) the Senior Debt Securities
<PAGE>
Newmont Mining Corporation
Page 4


are  presented for  conversion in accordance  with the terms thereof and (z) the
certificates  for such  Common  Shares have been duly  executed by the  Company,
countersigned  by the  transfer  agent  therefor  and duly  delivered  upon such
conversion to the persons  entitled thereto in accordance with the terms of such
Senior Debt Securities, (a) the Senior Debt Securities will constitute valid and
legally  binding  obligations  of the Company under the laws of the State of New
York,  enforceable  in  accordance  with their  terms,  subject  to  bankruptcy,
insolvency,  reorganization  or other  similar  laws  affecting  the  rights  of
creditors generally and general principles of equity (whether applied by a court
of law or equity),  (b) the Senior  Guarantees will be valid and legally binding
obligations of Newmont USA,  enforceable in accordance with their terms, subject
to bankruptcy,  insolvency,  reorganization, or other similar laws affecting the
rights of creditors  generally and general principles of equity (whether applied
by a court of law or equity);  provided,  however, that no opinion is given with
respect to U.S. federal or state laws dealing with fraudulent  conveyances,  and
(c) if the Senior Debt Securities are convertible into Common Shares, the Common
Shares  issuable upon  conversion of the Senior Debt  Securities will be validly
issued,  fully paid and  nonassessable and the Rights, if any, included with the
Common Shares will be duly authorized and validly issued.

     5. When (i) the execution of the Subordinated  Debt Indenture has been duly
authorized  by the  Company,  Newmont USA and the  Subordinate  Debt  Trustee by
appropriate corporate action, (ii) the Subordinated Debt Indenture,  in the form
filed as an exhibit to the  Registration  Statement,  has been duly executed and
delivered by the Company,  Newmont USA and the Subordinated Debt Trustee,  (iii)
the issuance of the  Subordinated  Debt Securities and the related  Subordinated
Guarantees and approval of the final terms thereof have been duly  authorized by
the  Company  and  Newmont  USA,  as the case may be, by  appropriate  corporate
action,  (iv) the  Subordinated  Debt  Securities  and the related  Subordinated
Guarantees   endorsed   thereon,   in  the  respective  forms  included  in  the
Subordinated  Debt Indenture filed as an exhibit to the  Registration  Statement
(with  such  changes  or  additions  as  permitted  in  the  Subordinated   Debt
Indenture),  have been duly  executed  and  delivered by the Company and Newmont
USA,  as the  case  may be,  and the  Subordinated  Debt  Securities  have  been
authenticated by the Subordinated Debt Trustee pursuant to the Subordinated Debt
Indenture,  and  delivered  and  paid  for  and  (v)  if the  Subordinated  Debt
Securities are convertible  into Common Shares,  (x) the issuance of such Common
Shares  has been  duly  authorized  by  appropriate  corporate  action,  (y) the
Subordinated Debt Securities are presented for conversion in accordance with the
terms  thereof and (z) the  certificates  for such Common  Shares have been duly
executed by the Company,  countersigned  by the transfer agent therefor and duly
delivered  upon such  conversion to the persons  entitled  thereto in accordance
with the terms of such Subordinated  Debt Securities,  (a) the Subordinated Debt
Securities will constitute valid and legally binding  obligations of the Company
under the laws of the State of New York,  enforceable  in accordance  with their
terms, subject to bankruptcy,  insolvency,  reorganization or other similar laws
affecting  the rights of creditors  generally  and general  principles of equity
(whether applied by a court of law or equity),  (b) the Subordinated  Guarantees
will be valid and legally  binding  obligations  of Newmont USA  enforceable  in
accordance with their terms, subject to bankruptcy,  insolvency,  reorganization
or
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Newmont Mining Corporation
Page 5


other  similar  laws  affecting  the rights of creditors  generally  and general
principles of equity  (whether  applied by a court of law or equity);  provided,
however,  that no opinion is given  with  respect to U.S.  federal or state laws
dealing with fraudulent conveyances, and (c) if the Subordinated Debt Securities
are convertible  into Common Shares,  the Common Shares issuable upon conversion
of the  Subordinated  Debt  Securities  will be validly  issued,  fully paid and
nonassessable  and the Rights,  if any,  included with the Common Shares will be
duly authorized and validly issued.

     6. With respect to the Debt Warrants,  when (i) the Debt Warrant  Agreement
pursuant to which the Debt  Warrants are to be issued has been duly  authorized,
executed  and  delivered  by the Company and the Debt  Warrant  Agent,  (ii) the
issuance of the Debt Warrants and the issuance of the Debt  Securities,  and the
related Guarantees endorsed thereon, issuable upon exercise of the Debt Warrants
have been duly authorized by the Company and Newmont USA, as the case may be, by
appropriate  corporate  action,  (iii) the  certificates  representing  the Debt
Warrants  have been duly executed by the Company and  countersigned  by the Debt
Warrant Agent in accordance  with the  provisions of the Debt Warrant  Agreement
and duly delivered to the purchasers thereof against payment therefor,  (iv) the
Debt  Warrants are duly  exercised,  and the exercise  price  therefor  paid, in
accordance  with the terms of the Debt Warrants and the Debt Warrant  Agreement,
(v) the Senior Debt Indenture or the  Subordinated  Debt Indenture,  as the case
may be, has been duly authorized, executed and delivered by the Company, Newmont
USA and the Senior Trustee or the Subordinated  Trustee, as the case may be, and
(vi) the Debt Securities,  and the related Guarantees endorsed thereon, issuable
upon  exercise of the Debt Warrants have been duly executed and delivered by the
Company and Newmont USA, as the case may be, and such Debt  Securities have been
authenticated by the Senior Trustee or the Subordinated Trustee, as the case may
be, pursuant to the Senior Debt Indenture or the Subordinated Debt Indenture, as
the case may be, and delivered in accordance with the terms of the Debt Warrants
and the Debt Warrant Agreement,  (x) the Debt Warrants will be valid and legally
binding obligations of the Company,  enforceable in accordance with their terms,
subject  to  bankruptcy,  insolvency,   reorganization  or  other  similar  laws
affecting  the rights of creditors  generally  and general  principles of equity
(whether  applied by a court of law or equity),  and (y) the Debt Securities and
related  Guarantees  issued upon exercise of the Debt  Warrants will  constitute
valid and legally  binding  obligations  of the Company and Newmont  USA, as the
case may be, enforceable in accordance with their terms,  subject to bankruptcy,
insolvency,  reorganization, or other similar laws affecting rights of creditors
generally and general principles of equity (whether applied by a court of law or
equity);  provided,  however,  that no  opinion  is given  with  respect to U.S.
federal or state laws dealing with fraudulent conveyances.

     We consent to the filing of this opinion as an exhibit to the  Registration
Statement and to the reference to our firm  appearing  under the caption  "Legal
Opinion" in the Prospectus forming part of the Registration Statement. In giving
this consent,  we do not hereby admit that we are within the category of persons

<PAGE>
Newmont Mining Corporation
Page 6


whose consent is required under Section 7 of the Securities Act or the rules and
regulations of the Commission promulgated thereunder.

                                                     Very truly yours,






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