Attached files
file | filename |
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8-K - FORM 8-K - Coeur Mining, Inc. | v55106e8vk.htm |
EX-99.1 - EX-99.1 - Coeur Mining, Inc. | v55106exv99w1.htm |
EX-10.1 - EX-10.1 - Coeur Mining, Inc. | v55106exv10w1.htm |
EX-4.1 - EX-4.1 - Coeur Mining, Inc. | v55106exv4w1.htm |
EX-4.2 - EX-4.2 - Coeur Mining, Inc. | v55106exv4w2.htm |
EX-5.2 - EX-5.2 - Coeur Mining, Inc. | v55106exv5w2.htm |
Exhibit 5.1
February 5, 2010
COEUR DALENE MINES CORPORATION
400 Coeur dAlene Mines Building
505 Front Avenue
Coeur dAlene, Idaho 83814
400 Coeur dAlene Mines Building
505 Front Avenue
Coeur dAlene, Idaho 83814
Re: | Coeur dAlene Mines Corporation Senior Term Notes due December 31, 2012 Common Stock |
Ladies and Gentlemen:
As General Counsel for Coeur dAlene Mines Corporation, an Idaho corporation (the
Company), I have examined the Registration Statement on Form S 3 (File No. 333-161617)
(the Registration Statement) of the Company, as supplemented by the prospectus supplement
filed on February 5, 2010 (the Prospectus Supplement), each filed with the Securities and
Exchange Commission (the Commission) pursuant to the Securities Act of 1933, as amended
(the Securities Act) in connection with the offering by the Company of $100 million
principal amount of its Senior Term Notes due December 31, 2012 (the Notes) and shares of
its common stock, par value $0.01 per share (the Common Stock). The Notes have been
issued pursuant to an Indenture (the Original Indenture), dated as of February 5, 2010,
by and between the Company and The Bank of New York Mellon, as trustee, as supplemented by a
supplemental indenture, dated February 5, 2010 (the Original Indenture, as supplemented, the
Indenture).
For the purposes of the opinions set forth below, I have examined and am familiar with the
proceedings taken by the Company in connection with the authorization of the Notes and the Common
Stock and the filing of the Registration Statement and Prospectus Supplement. I have also made
such other factual and legal inquiries and examinations as I deemed necessary and appropriate under
the circumstances. In arriving at the following opinions, I have relied, among other things, upon
my examination of such corporate records of the Company and certificates of officers of the Company
and of public officials and such other documents as I have deemed appropriate. In such
examination, I have assumed the genuineness of all signatures, the authenticity of all documents
submitted to me as originals, the conformity to original documents of all documents submitted to me
as certified or photostatic copies and the authenticity of the originals of such copies. With
respect to agreements and instruments executed by natural persons, I have assumed the legal
competency of such persons.
Coeur dAlene Mines Corporation
505 Front Avenue, P.O. Box I
Coeur dAlene, Idaho 83816-0316
Telephone 208.667.3511
Facsimile 208.667.2213
www.coeur.com
505 Front Avenue, P.O. Box I
Coeur dAlene, Idaho 83816-0316
Telephone 208.667.3511
Facsimile 208.667.2213
www.coeur.com
Based upon the foregoing examination and in reliance thereon, I am of the opinion that:
1. | The Original Indenture and the Supplemental Indenture have been duly authorized and validly executed and delivered by the Company | ||
2. | The Notes have been duly executed and validly issued and delivered. | ||
3. | With respect to the Common Stock to be issued by the Company on February 23, 2010, such Common Stock will, when issued in accordance with the terms of the Securities Purchase Agreement, dated as of February 5, 2010, among the Company, Sonoma Capital Offshore, Ltd., Sonoma Capital, L.P., Manchester Securities Corp, JGB Capital L.P., JGB Capital Offshore Ltd. and SAMC LLC, be validly issued, fully paid and non-assessable. | ||
4. | With respect to the Common Stock to be issued by the Company from time to time as interest on the Notes, such Common Stock will, when issued in accordance with the terms of the Notes, be validly issued, fully paid and non-assessable. |
I render no opinion herein as to matters involving the laws of any jurisdiction other than the
United States of America and the General Corporation Law of the State of Idaho. This opinion is
limited to the effect of the present state of the laws of the United States of America and the
State of Idaho and the facts as they presently exist. I assume no obligation to revise or
supplement this opinion in the event of future changes in such laws or the interpretations thereof
or in such facts.
For the purpose of the opinion to be provided by the law firm of Gibson, Dunn & Crutcher LLP,
this opinion may be relied upon by that law firm as if it were addressed to that firm. I consent
to the filing of this opinion as an exhibit to the Companys Current Report on Form 8-K. In giving
these consents, I do not thereby admit that I am within the category of persons whose consent is
required under Section 7 of the Act or the rules and regulations promulgated by the Commission
under the Act.
Very truly yours, |
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/s/ Kelli Kast, Esq. | ||||
KELLI KAST, ESQ. |