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-5.1 - EX-5.1 - Coeur Mining, Inc. | v55106exv5w1.htm |
EX-4.2 - EX-4.2 - Coeur Mining, Inc. | v55106exv4w2.htm |
Exhibit 5.2
[Letterhead of Gibson, Dunn & Crutcher LLP]
February 8, 2010
212-351-4000 |
C 19398-00011 | |||
212-351-4035 |
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 :
We have examined the registration statement on Form S-3 (File No. 333-161617) of Coeur dAlene
Mines Corporation, an Idaho corporation (the Company), as supplemented by the prospectus
supplement filed on February 5, 2010, 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 Notes have been issued pursuant to an Indenture, dated as of February
5, 2010 (the Original Indenture), 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).
In arriving at the opinions expressed below, we have examined the originals, or photostatic or
certified copies, of such records of the Company and certificates of officers of the Company and
Coeur dAlene Mines Corporation
February 8, 2010
Page 2
February 8, 2010
Page 2
of public officials and such other documents as we have deemed relevant and necessary as the basis
for the opinions set forth below. In our examination, we have assumed the genuineness of all
signatures, the legal capacity and competency of all natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original documents of all documents
submitted to us as copies and the receipt of requisite consideration for the Notes.
We are not admitted or qualified to practice law in Idaho. Therefore, we have relied upon the
opinion of Kelli Kast, Esq., General Counsel to the Company, filed as an exhibit to the Companys
Current Report on Form 8-K, with respect to matters governed by the laws of Idaho.
Based upon the foregoing, and subject to the assumptions, exceptions, qualifications and
limitations set forth herein, we are of the opinion that, with respect to the Notes issued February
5, 2010, assuming the Original Indenture and the Supplemental Indenture have been duly authorized
and validly executed and delivered by the Company and the trustee thereunder and assuming the Notes
have been authenticated in accordance with the terms of the Indenture, the Notes constitute legal,
valid and binding obligations of the Company.
We render no opinion herein as to matters involving the laws of any jurisdiction other than the
State of New York and the United States of America. This opinion is limited to the effect of the
current state of the laws of the State of New York and the United States of America and the facts
as they currently exist. We assume no obligation to revise or supplement this opinion in the event
of future changes in such laws or the interpretations thereof or such facts.
The opinion set forth above is subject to (i) the effect of any bankruptcy, insolvency,
reorganization, moratorium, arrangement or similar laws affecting the rights and remedies of
creditors generally, including the effect of statutory or other laws regarding fraudulent transfers
or preferential transfers, and (ii) general principles of equity, including concepts of
materiality, reasonableness, good faith and fair dealing and the possible unavailability of
specific performance, injunctive relief or other equitable remedies regardless of whether
enforceability is considered in a proceeding in equity or at law.
We consent to the filing of this opinion as an exhibit to the Companys Current Report on Form 8-K.
In giving these consents, we do not thereby 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.
Very truly yours,
/s/ Gibson, Dunn & Crutcher LLP