Filed by Automated Filing Services Inc. (604) 609-0244 - Santa Fe Gold Corporation - Exhibit 4.5






EXHIBIT E

FORM OF LEGAL OPINION

Sulane Holdings, Ltd.

	 	Attn: 	  
	 	  	  
		Re: 	
      Securities Purchase Agreement dated as of December 15,
      2007 (the "Agreement"), by and Santa Fe Gold
      Corporation, a Delaware corporation (the
      “Company”), and Sulane Holdings Ltd.
      (“Purchaser”) 



Ladies and Gentlemen:

     We have acted as special counsel
to the Company in connection with the execution and delivery by the Company of
the Agreement. This opinion is given to you pursuant to the Agreement.
Capitalized terms not otherwise defined herein are defined as set forth in the
Agreement.

     We have participated in the
preparation and negotiation of the Agreement and the Exhibits thereto, and the
other documents referred to therein. We also have examined such certificates of
public officials, corporate documents and records and other certificates,
opinions, agreements and instruments and have made such other investigations as
we have deemed necessary in connection with the opinions hereinafter set
forth.

     In rendering this opinion, we
have examined the Agreement. We have examined originals, or copies certified or
otherwise identified to our satisfaction, of such records, documents,
certificates and other instruments as in our judgment are necessary or
appropriate for the purposes of the opinions contained herein. We have assumed
the genuineness of all signatures, the authenticity of all documents submitted
to us as originals and the conformity to original documents of all documents
submitted to us as copies. We have further assumed, with respect to all
documents we have reviewed, the due authorization, execution and delivery
thereof by parties other than the Company.

     We have relied as to factual
matters upon such certificates or statements of public officials and officers
and duly appointed agents of the Company as we have deemed relevant or
necessary. We have relied upon the opinion of counsel to the Company with
respect to certain matters herein. Except as otherwise stated herein, we have
undertaken no independent investigation or verification of such matters.

     We have made no examination or
investigation to verify the accuracy or completeness of any financial,
accounting or statistical information furnished to you or with respect to any
financial or accounting matters and express no opinion with respect thereto.




     In rendering the opinions
expressed below, we have assumed with your consent and without independent
verification that the Transaction Documents, to which the Purchaser is a party,
are the valid and binding obligations of the Purchaser.

     In accordance with the general
policies of this law firm in rendering legal opinions, we have assumed for the
purposes of the opinions expressed below that no fraud exists with respect to
any of the matters relevant to such opinions, although we have no reason to
believe that there exists any fraud that would render invalid the opinions
expressed below.

     We have assumed, without
investigation and without so opining, (i) the genuineness of all documents, and
the signatures thereon, not signed in our presence, (ii) the authenticity of all
documents submitted to us as originals and the conformity with originals of all
documents submitted to us as copies, (iii) the due authorization, execution and
delivery of the Transaction Documents by Purchasers, where execution thereof is
required by the Purchasers and (iv) proper recordation of the Transaction
Documents where required.

     This opinion letter is governed
by, and shall be interpreted in accordance with, the Legal Opinion Accord (the
"Accord") of the ABA Section of Business Law (1991). As a consequence, it is
subject to a number of qualifications, exceptions, definitions, limitations on
coverage and other limitations, all as more particularly described in the
Accord, and this opinion letter should be read in conjunction therewith. The
General Qualifications of the Accord (other than Section 14(i) thereof) apply to
all of the opinions set forth herein.

     We are licensed to practice law
only in the State of Texas and do not purport to be experts on, generally
familiar with, or qualified to express legal conclusions based on, laws of
states other than the State of Texas. Accordingly, the opinions expressed below
are specifically limited to the laws of the State of Texas and the State of
Delaware.

     Based solely upon the foregoing,
and subject to the qualifications, assumptions and exceptions herein stated, we
are of the opinion that:

     1. The Company has all requisite
power and authority to execute, deliver and perform the Agreement and each other
document or instrument executed by it, or any of its officers, in connection
therewith (collectively, the "Transaction Documents").

     2. All corporate action on the
part of the Company, its directors and its stockholders necessary for the
authorization, execution and delivery by the Company of the Transaction
Documents and the transactions contemplated by the Transaction Documents.

     3. The Convertible Debentures,
Warrants, the Debenture Shares and the Warrant Shares (collectively, the
“Securities”), when so issued in accordance with the terms of the Agreement will
be, validly issued. 

     4. Based in part upon the
representations of the Purchaser contained in the Agreement, the Securities may
be issued to the Purchaser without registration under the Securities Act of
1933, as amended. 

2




     These opinions are as of the date
hereof. Further, these opinions and this letter may not be used or relied on by
or published or communicated to any party other than the addressees without our
written consent.

	 	Very truly yours,

	 	 
	 	The Jordaan Law Firm, PLLC 
	 	 	  
	 	 	  
	 	 	
	 	 By: 	Jakes Jordaan 


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