[Letterhead of White & Case LLP]



April 26, 2002





Newmont Mining Corporation

1700 Lincoln Street

Denver, Colorado  80203







Ladies and Gentlemen:



     We have examined the Registration  Statement on Form S-3 (the "Registration

Statement") under the Securities Act of 1933, as amended (the "Securities Act"),

in the form in which it is to be filed today by Newmont  Mining  Corporation,  a

Delaware  corporation  (the  "Company"),  and  Newmont USA  Limited,  a Delaware

corporation  ("Newmont USA"),  with the Securities and Exchange  Commission (the

"Commission") relating to (i) shares of common stock, par value $1.60 per share,

of the Company (the "Common  Shares"),  together with  preferred  stock purchase

rights (the "Rights") which, prior to the occurrence of certain events, will not

be exercisable or evidenced  separately  from the Common Shares,  (ii) shares of

preferred  stock,  par value  $5.00 per share,  of the Company  (the  "Preferred

Shares"),  which may be  convertible  into  Common  Shares,  (iii)  warrants  to

purchase  Common  Shares (the "Common  Stock  Warrants"),  (iv) debt  securities

consisting of debentures,  notes or other evidences of indebtedness representing

unsecured,   unsubordinated   obligations  of  the  Company  (the  "Senior  Debt

Securities")  guaranteed by Newmont USA Limited  ("Newmont USA") pursuant to one

or more guarantees (the "Senior  Guarantees"),  which Senior Debt Securities may

be convertible into Common Shares, (v) debt securities consisting of debentures,

notes or other evidences of indebtedness  representing  unsecured,  subordinated

obligations of the Company (the "Subordinated Debt Securities" and together with

the Senior Debt  Securities,  the "Debt  Securities")  guaranteed by Newmont USA

pursuant to one or more guarantees (the "Subordinated Guarantees",  and together

with the Senior Guarantees the "Guarantees"), which Subordinated Debt Securities

may be  convertible  into  Common  Shares and (vi)  warrants  to  purchase  Debt

Securities (the "Debt Warrants").  The Common Shares,  the Preferred Shares, the

Common  Stock  Warrants,  the Senior  Debt  Securities,  the  Subordinated  Debt

Securities,  the Guarantees and the Debt Warrants are  collectively  referred to

herein as the "Securities". The Securities are being registered for offering and

sale  from time to time  pursuant  to Rule 415 under  the  Securities  Act.  The

aggregate public offering price of the Securities  being registered  pursuant to

the Registration Statement is $500,000,000.

{PAGE}

Newmont Mining Corporation

Page 2



     The  Rights  will be issued  pursuant  to a Rights  Agreement,  dated as of

February  13, 2002 (the  "Stockholders  Rights  Plan"),  between the Company and

Mellon  Investor  Services  LLC,  as Rights  Agent,  filed as Exhibit 4.8 to the

Registration  Statement.  The Common Stock Warrants are to be issued pursuant to

the terms of a Warrant Agreement (the "Common Stock Warrant Agreement"),  in the

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