EXHIBIT 5.2
Suite 1000 Correspondence: Telephone: 506.632.1970
Brunswick House P.O. Box 7289 Fax: 506.652.1989
44 Chipman Hill Postal Station A saint-john@smss.com
Saint John, NB Saint John, NB www.smss.com
Canada E2L 2A9 Canada E2L 4S6
COEUR D'ALENE MINES CANADIAN ACQUISITION CORPORATION
c/o Coeur d'Alene Mines Corporation
400 Coeur d'Alene Mines Building
505 Front Avenue
Coeur d'Alene, Idaho
USA, 83814
RE: COEUR D'ALENE MINES CANADIAN ACQUISITION CORPORATION
Ladies and Gentleman:
As New Brunswick counsel for Coeur d'Alene Mines Canadian Acquisition
Corporation, a New Brunswick corporation (the "Company"), we are familiar with
the Company's (i) offer to purchase all outstanding common shares of Wheaton
River Minerals Ltd. (the "Offer to Purchase"), filed as part of the registration
statement on Form S-4 (File No. 333-117325), filed with the United States
Securities and Exchange Commission (the "Commission") on July 13, 2004, as
amended to date (the "Registration Statement"), with respect to the registration
of up to 612,041,868 shares (the "Shares") of the Company's exchangeable shares
to be issued in consideration for the purchase of common shares of Wheaton River
Minerals Ltd. (the "Exchangeable Shares"); (ii) the related tender offer
documents, including the letter of transmittal (the "Letter of Transmittal"
which together with the Offer to Purchase, as each may be amended or
supplemented from time to time, collectively constitute the "Offer") filed with
the Commission as exhibits to the Schedule TO on July 13, 2004 as amended to
date (the "Tender Offer Documents") in connection with the Offer to Purchase;
and the issuance of Exchangeable Shares in connection with the Offer to Purchase
and related transactions contemplated by the Offer to Purchase.
In connection with our opinions set out herein, we have examined executed
originals or copies identified to our satisfaction of the Tender Offer
Documents. We have also reviewed and assumed the completeness and accuracy of
the resolutions and records of corporate proceedings relating to the Company (or
duplicate copies thereof) as in our possession including, without limitation,
resolutions of the board of directors of the Company approving matters relating
to the Offer to Purchase and the issuance of the Exchangeable Shares
We have made such investigations and examined originals or copies, certified or
otherwise identified to our satisfaction, of such certificates of public
officials and of such other certificates of the officers or other
representatives of the Company and others, and such documents and
records as we have considered necessary or relevant for the purposes of the
opinions hereinafter expressed.
In connection with our opinions set out herein, we have assumed the genuineness
of all signatures, the legal capacity of individuals executing documents, the
genuineness and authenticity of all documents submitted to us as originals, and
the conformity to authentic original documents of all documents submitted to us
as certified or photostatic copies or facsimiles. We have also assumed that all
the facts set forth in the official public records, certificates, indices,
filing systems and documents supplied by public officials or otherwise conveyed
to us by public officials (including verbal advice regarding search results
given by such public officials) are complete, true and accurate, and without
limiting the generality of the foregoing, that the indices and filing systems
maintained at the public office where we have searched or inquired or have
caused searches or inquiries to be conducted are accurate and current as at the
time of such search or inquiries.
Based and relying upon and subject to the foregoing and the qualifications and
limitations set out herein, we are of the opinion that all necessary corporate
action has been taken by the Company to validly issue the Exchangeable Shares
and, once the Company takes up Common Shares deposited in accordance with the
terms of the Exchange Offer as consideration for the issuance thereof, the
Exchangeable Shares will be validly issued and outstanding, fully paid and
non-assessable.
We are solicitors qualified to practice law only in the Province of New
Brunswick. We have not made an examination of the laws of any jurisdiction other
than the laws of the Province of New Brunswick and the federal laws of Canada
applicable therein and we do not express or imply any opinion in respect of the
laws or any matters governed by any laws other than the laws of the Province of
New Brunswick and the federal laws of Canada applicable therein.
We undertake no duty to amend any of the opinions set forth herein following the
date of this opinion letter with respect to changes in matters of law or fact
which may occur following the date hereof.
We consent to the filing of this opinion as an exhibit to the Registration
Statement, and we further consent to the use of our name under the caption
"Legal Matters" in the Registration Statement. 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 Act or the rules and regulations promulgated by
the Commission under the Act.
Very truly yours,
/s/ Stewart, McKelvey Stirling Scales