EXHIBIT 5






May 12, 2005


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"), (ii) shares of preferred stock, par value
$5.00 per share, of the Company (the "Preferred Shares"), which may or may not
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 or may not 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 or
may not 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 $600,000,000.

     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 4.8 to the

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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"), dated as of March 17, 2005, among the Company,
Newmont USA, as guarantor, and Citibank, N.A., as trustee (the "Senior Debt
Trustee"), filed as Exhibit 4.6 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 4.7 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, or, if applicable, upon due
conversion or exchange of other securities convertible or exchangeable into
Common Shares, the Common Shares will be validly issued, fully paid and
nonassessable.

     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 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.

     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

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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.

     4. When 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
(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 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.

     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

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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 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.

     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) if the Debt Securities to be issued pursuant to the Debt Warrants are
Subordinated Debt Securities, the Subordinated Debt Indenture has been duly
authorized, executed and delivered by the Company, Newmont USA and the
Subordinated Trustee, 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

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


Very truly yours,



/s/ White & Case LLP


MSB:EY:SMB

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