EXHIBIT 5.1
[Letterhead of William F. Boyd]
October 13, 2004
Coeur d'Alene Mines Corporation
400 Coeur d'Alene Mines Building
505 Front Avenue
Coeur d'Alene, Idaho 83814
Re: Coeur d'Alene Mines Corporation
Registration Statement on Form S-4
Ladies and Gentlemen:
I have acted as counsel to Coeur d'Alene Mines Corporation., an Idaho
corporation (the "Company"), in connection with the preparation of the Company's
Registration Statement on Form S-4 (Registration No. 333-114655) (the
"Registration Statement"), filed with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended (the "Act"), for
the registration of the issuance by the Company of up to 50,000,000 shares of
Common Stock, par value $1.00 per share, of the Company (the "Shares") in
connection with the acquisition of other securities, businesses or assets.
I am familiar with the corporate action taken and proposed to be taken
by the Company in connection with the authorization, issuance and sale of the
Shares. For the purpose of rendering this opinion, I have made such factual and
legal examinations as I deemed necessary under the circumstances, and in that
connection I have examined originals or copies, certified or otherwise
identified to my satisfaction, of such documents, corporate records,
certificates of public officials and other instruments and have made such
inquiries as I have deemed appropriate for the purpose of rendering this
opinion.
In connection with my examination of such documents, I have assumed the
genuineness of all signatures on, and the authenticity of, all documents
submitted to me as originals and the conformity to original documents of all
documents submitted to me as copies. With respect to agreements and instruments
executed by natural persons, I have assumed the legal competency of such
persons.
On the basis of and in reliance upon the foregoing examination,
inquiries and assumptions, and such other matters of fact and upon the
examination of such other questions of law as I deem appropriate, and subject
to the assumptions, qualifications and limitations contained herein, I am of
the opinion that, upon issuance and delivery of and payment for the Shares in
the manner contemplated by the Registration Statement, such Shares will be
validly issued, fully paid and nonassessable.
The opinion set forth herein are subject to the following further
assumptions, qualifications, limitations and exceptions being true and correct
at or prior to the time of the delivery of any Security:
(a) the Board of Directors of the Company shall have duly established
the terms of such Security and duly authorized and taken any other necessary
corporate action to approve the issuance and sale of such Shares in conformity
with its Certificate of Incorporation, as amended, and its bylaws, as amended,
through such time, and such authorization shall remain in effect and unchanged
at all times during which the Shares are offered and shall not have been
modified or rescinded;
(b) the Registration Statement, and any amendments thereto (including
post-effective amendments), and any additional registration statement filed
under Rule 462 will have been declared effective under the Act and such
effectiveness shall not have been terminated or rescinded;
(c) a prospectus supplement (a "Prospectus Supplement") will be prepared
and duly filed with the Commission describing the Shares offered thereby;
(d) all Shares will be issued and sold in compliance with applicable
federal and state securities laws and solely in the manner stated in the
Registration Statement and the appropriate Prospectus Supplement and there will
not have occurred any change in law affecting the validity or enforceability of
such Shares;
(e) in the case of an agreement pursuant to which any Shares are to be
issued, there shall be no terms or provisions contained therein which would have
the effect, under applicable law, of vitiating the validity and binding nature
of such instrument; and
(f) in the case of an underwritten offering, the applicable underwriting
agreement shall have been duly authorized and the Shares so offered shall have
been issued and sold in accordance with the terms and conditions of the
applicable underwriting agreement.
I express no opinion regarding the effectiveness of any waiver in
respect of the Shares of any rights of any party, or duties owing to it, as a
matter of law, or that is broadly stated or does not describe the right or duty
purportedly waived with reasonable specificity.
This opinion is limited to the present corporate laws of the State of
Idaho and the present federal laws of the United States and to the present
judicial interpretations thereof and to the facts as they presently exist. I
express no opinion as to matters involving the laws of any jurisdiction other
than the State of Idaho and the United States, or with respect to Idaho, any
other laws. I undertake no obligation to advise you as a result of developments
occurring after
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the date hereof or as a result of facts or circumstances brought to my attention
after the date hereof.
You have informed me that you intend to issue Shares from time to time
on a delayed or continuous basis, and this opinion is limited to the laws
referred to above as in effect on the date hereof. I understand that prior to
issuing any Shares (i) you will advise me in writing of the terms thereof and
(ii) you will afford me an opportunity to (x) review the operative documents
pursuant to which such Shares are to be issued (including the applicable
Prospectus Supplement) and (y) file such supplement or amendment to this opinion
(if any) as I may reasonably consider necessary or appropriate.
This opinion may be filed as an exhibit to the Registration Statement.
Consent is also given to the reference to this firm under the caption "Legal
Matters" in the prospectus contained in the Registration Statement. In giving
this consent, I do not admit I am included in the category of persons whose
consent is required under Section 7 of the Act or the rules and regulations of
the Commission promulgated thereunder.
Very truly yours,
/S/ WILLIAM F. BOYD
William F. Boyd
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