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FOLEY & LARDNER
A T T O R N E Y S A T L A W
BRUSSELS ORLANDO
CHICAGO SACRAMENTO
DENVER SAN DIEGO
DETROIT WASHINGTON HARBOUR SAN FRANCISCO
JACKSONVILLE 3000 K STREET, N.W., SUITE 500 TALLAHASSEE
LOS ANGELES WASHINGTON, D.C. 20007-5109 TAMPA
MADISON TELEPHONE: (202) 672-5300 WASHINGTON, D.C.
MILWAUKEE FACSIMILE: (202) 672-5399 WEST PALM BEACH
EMAIL ADDRESS WRITER'S DIRECT LINE CLIENT/MATTER NUMBER
www.foleylardner.com (202) 672-5300 302010.0028
EXHIBIT 5
June 20, 2001
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Coeur d'Alene Mines Corporation
Registration Statement on Form S-4 and Form S-2
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Ladies and Gentlemen:
We are counsel to Coeur d'Alene Mines Corporation (the "Company") and
have represented the Company in connection with the Registration Statement on
Form S-4/Form S-2 and the Registration Statement on Form S-2/Form S-4 filed with
the Securities and Exchange Commission (the "Commission") today (together with
all exhibits thereto, collectively, the "Registration Statement"). The
Registration Statement relates to up to $71,340,000 principal amount of the
Company's 13 3/8% Convertible Senior Subordinated Notes due December 31, 2003
(the "Exchange Notes") being offered in an exchange offer (the "Exchange Offer")
to the holders of the Company's outstanding 6% Convertible Subordinated
Debentures due June 10, 2002, 6 3/8% Convertible Subordinated Debentures due
January 31, 2004 and 7 1/4% Convertible Subordinated Debentures due October 31,
2005. The three outstanding classes of convertible subordinated debentures are
collectively referred to hereinafter as the "Debentures." The Registration
Statement also relates to a maximum $25,000,000 principal amount of Exchange
Notes being offered for cash (the "Cash Offer") to holders of Debentures who
participate in the Exchange Offer and up to $2,260,000 principal amount of
Exchange Notes that may be issued in payment of fees to the dealer manager in
connection with the Exchange Offer. Furthermore, the Registration Statement also
registers an indeterminate number of shares of the Company's common stock, par
value $1.00 per share (the "Common Stock"), into which the Exchange Notes are
convertible (the "Conversion Shares"), as well as an estimated number of shares
of Common Stock that may be issued by the Company in payment of interest on the
Exchange Notes in the future if it elects to issue shares in lieu of cash in
payment of such interest.
This opinion is being delivered to the Commission as Exhibit 5 to the
Registration Statement.
ESTABLISHED 1842
A MEMBER OF GLOBALEX WITH MEMBER OFFICES IN BERLIN, BRUSSELS, DRESDEN,
FRANKFURT, LONDON, SINGAPORE, STOCKHOLM AND STUTTGART
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Securities and Exchange Commission
Registration Statement on Form S-4/S-2
Page 2
We have examined (1) the Articles of Incorporation, and all amendments
thereto, of the Company, as certified by the Secretary of State of the State
of Idaho, (2) the By-Laws of the Company, as certified by the Secretary of the
Company as being those currently in effect, (3) the Registration Statement,
(4) the proposed form of Indenture (the "Indenture") between the Company and
The Bank of New York, as trustee, relating to the Exchange Notes, (5) the
Letters of Transmittal being used in connection with the Exchange Offer and
(6) such other corporate records, certificates, documents and other
instruments as in our opinion are necessary or appropriate in connection with
expressing the opinions set forth below.
Based upon the foregoing, it is our opinion that:
1. The Company is a corporation duly organized and existing under
the laws of the State of Idaho.
2. The execution and delivery of the Indenture has been validly
authorized; when the Indenture has been duly executed and
delivered by the Company, the Indenture will constitute a
legal, valid and binding agreement of the Company enforceable
against the Company in accordance with its terms (subject, as
to enforcement of remedies, to applicable bankruptcy,
reorganization, insolvency, moratorium or other laws affecting
creditors' rights generally from time to time in effect and as
to the availability of equitable remedies). Shares of Common
Stock for issuance as Conversion Shares have been validly
authorized and reserved for issuance upon conversion of the
Exchange Notes.
3. When the following events shall have occurred:
(a) the Registration Statement, as amended, shall have been
ordered effective by the Commission in accordance with
the Securities Act of 1933, as amended,
(b) the Exchange Notes shall have been issued in exchange
for Debentures in the Exchange Offer, for cash in the
Cash Offer and in payment of fees to the Exchange Offer
dealer-manager and Cash Offer placement agent, and
certificates for the Exchange Notes thus issued shall
have been duly executed, countersigned and issued as
provided in the Registration Statement and the
Indenture, and
(c) the Conversion Shares shall have been issued upon the
conversion of the Exchange Notes in accordance with the
Indenture,
the Exchange Notes and Conversion Shares thus issued will be legally issued,
fully paid and nonassessable and the Exchange Notes will be binding
obligations of the Company enforceable against the Company in accordance with
their terms. Furthermore, in the event the Company elects to make interest
payments on the Exchange Notes in shares of Common Stock rather than cash in
accordance with the Indenture, and subject to approval by holders of the
Company's Common Stock of an increase in the number of shares of Common Stock
authorized for issuance if a sufficient number of authorized shares
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Securities and Exchange Commission
Registration Statement on Form S-4/S-2
Page 3
are not otherwise available, the Interest Shares thus issued will be legally
issued, fully paid and nonassessable.
This firm hereby consents to the reference to it under the heading
"Legal Matters" appearing in the Prospectuses which are a part of the
Registration Statement.
Sincerely,
Foley & Lardner