POS462B

As filed with the Securities and Exchange Commission on January 7, 2004

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-3

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Coeur d’Alene Mines Corporation

(Exact name of registrant as specified in its charter)

Idaho
(State or other jurisdiction of incorporation or organization) 82-0109423
(I.R.S. Employer Identification No.)

400 Coeur d’Alene Mines Building
505 Front Avenue
Coeur d’Alene, Idaho 83814
(208) 667-3511
(Address, including zip code and telephone number, including area code, of registrant’s principal executive offices)

Dennis E. Wheeler
Chairman of the Board and Chief Executive Officer
400 Coeur d’Alene Mines Building
505 Front Avenue
Coeur d’Alene, Idaho 83814
(208) 667-3511
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:
Timothy J. Hart, Esq.
Gibson, Dunn & Crutcher, LLP
2029 Century Plaza East
Los Angeles, California 90067
(310) 552-8500

Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration Statement.

     If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: [   ]

     If any of the securities on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: [X]

     If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: [X] 333-111074.

     If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: [   ]

     If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box: [   ]

CALCULATION OF REGISTRATION FEE
Title of Each Class of			Proposed Maximum			Proposed Maximum
Securities to be	Amount to be		Offering Price Per			Aggregate Offering		Amount of Registration
Registered	Registered(1)		Unit(1)			Price(1)(2)		Fee
Common Stock(3)	$	30,000,000		(2	)	$	30,000,000	$	2,427	(7)
Preferred Stock(4)
Warrants(5)
Debt Securities(6)

(1)	In no event will the aggregate maximum offering price of all securities offered and sold pursuant to this registration statement exceed $30,000,000.
(2)	The proposed maximum offering price per unit (a) has been omitted pursuant to Instruction II.D. of Form S-3, and (b) will be determined, from time to time, by the registrant in connection with the issuance of the securities registered hereunder.
(3)	Subject to footnote (1), there is being registered hereunder an indeterminate number of shares of common stock as may be sold, from time to time, by the regsitrant. There is also being registered hereunder an indeterminate number of shares of common stock that may be issued upon conversion of preferred stock or debt securities or exercise of warrants registered hereunder.
(4)	Subject to footnote (1), there is being registered hereunder an indeterminate number of shares of preferred stock as may be sold, from time to time, by the registrant. There is also being registered hereunder an indeteriminate number of shares of preferred stock that may be issued upon exercise of warrants hereunder.
(5)	Subject to footnote (1), there is being registered hereunder an indeterminate number of warrants as may be sold, from time to time, by the registrant.
(6)	Subject to footnote (1), there is being registered hereunder an indeterminate number of debt securities as may be sold, from time to time, by the registrant. There is also being registered hereunder an indeteriminate number of debt securities that may be issued upon exercise of warrants hereunder.
(7)	Calculated pursuant to Rule 457(o) of the rules and regulations under the Securities Act of 1933, as amended.

EXPLANATORY NOTE

This Registration Statement is being filed pursuant to Rule 462(b) and General Instruction IV to Form S-3, both as promulgated under the Securities Act of 1933, as amended. The contents of the Registration Statement on Form S-3 (File No. 333-111074) filed by Coeur d’Alene Mines Corporation (the “Company”) with the Securities and Exchange Commission (the “Commission”) on December 11, 2003, as amended, which was declared effective by the Commission on December 16, 2003, and including the documents filed by the Company with the Commission and incorporated or deemed to be incorporated therein, are incorporated herein by reference.

SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Coeur d’Alene, State of Idaho, on this 7th day of January, 2004.

COEUR D’ALENE MINES CORPORATION

By:   /s/  James A. Sabala

James A. Sabala
Executive Vice President and Chief Financial Officer

     Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Dennis E. Wheeler	Chairman of the Board of Directors, Chief Executive Officer and Director (Principal Executive Officer)	January 7, 2004
/s/ James A. Sabala James A. Sabala	Executive Vice President and Chief Financial Officer (Principal Accounting Officer)	January 7, 2004
* Wayne L. Vincent	Controller and Chief Accounting Officer (Principal Accounting Officer)	January 7, 2004
* Cecil D. Andrus	Director	January 7, 2004
* J. Kenneth Thompson	Director	January 7, 2004
* James J. Curran	Director	January 7, 2004
* James A. McClure	Director	January 7, 2004
* Robert E. Mellor	Director	January 7, 2004
* John H. Robinson	Director	January 7, 2004
Timothy R. Winterer	Director	January      , 2004

*

    /s/ James A. Sabala

   James A. Sabala, by signing his name hereto, does sign this document on behalf of the persons noted above, pursuant to a power of attorney duly executed by such persons and previously filed

EXHIBIT INDEX

Exhibit
Number	Description
5(a)	Legal opinion of William F. Boyd regarding the legality of the securities being registered under this registration statement.
5(b)	Legal opinion of Gibson, Dunn & Crutcher LLP regarding the legality of the securities being registered under this registration statement.
23(a)	Consent of William F. Boyd (included in Exhibit 5(a)).
23(b)	Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5(b)).
23(c)	Consent of KPMG LLP.
24	Powers of Attorney. (Filed as Exhibit 24 to the Registration Statement on Form S-3 of the Company (File No. 333-111074) and incorporated herein by reference

EX-5.(A) 3 a95516exv5wxay.htm EXHIBIT 5(A)

EXHIBIT 5(a)

[Letterhead of William F. Boyd]

January 7, 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-3

Ladies and Gentlemen:

          As special counsel for Coeur d’Alene Mines Corporation, an Idaho corporation (the “Company”), I am familiar with the Company’s registration statement on Form S-3 (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), on January 7, 2004, as amended, with respect to the offering and sale from time to time by the Company of up to $30,000,000 aggregate offering price of any of the following: (i) one or more series of the Company’s debt securities (the “Debt Securities”), which may be senior debt securities or subordinated debt securities, (ii) shares of the Company’s preferred stock, par value $1.00 per share (the “Preferred Stock”), (iii) shares of the Company’s common stock, par value $1.00 per share (the “Common Stock”), and/or (iv) warrants to purchase Debt Securities, Preferred Stock, or Common Stock or units of two or more of these types of securities (the “Warrants”). The Preferred Stock, Common Stock and Warrants are herein collectively referred to as the “Securities.” All capitalized terms which are not defined herein shall have the meanings assigned to them in the Registration Statement.

          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 Securities. 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 on, the foregoing examination and subject to the assumptions, exceptions, qualifications and limitations contained herein and subject to completion of the corporate action proposed to be taken by the Company referred to above (including without limitation the due reservation of the Common Stock and Preferred Stock for issuance, the due authorization, approval and filing of the Certificate of Designations (as defined below), the due authorization of the Warrant Agreement (as defined below), and the due execution and delivery of the Warrant Agreement relating to the Warrants (the “Warrant Agreement”) in materially the form filed or to be filed as an Exhibit to the Registration Statement (by amendment, by incorporation by reference or by Current Reports on Form 8-K)), I am of the opinion that:

          1.   With respect to the Common Stock to be offered by the Company, assuming the consideration offered in exchange for the shares is valid consideration under state law, when the Company receives consideration per share for the Common Stock in such an amount (not less than the par value per share) as has been or may be determined by the Board of Directors of the Company, such Common Stock will be validly issued, fully paid and non-assessable.

          2.   With respect to the Common Stock to be issued by the Company upon the exercise of the Warrants or the conversion of convertible Debt Securities (if applicable), such Common Stock will, upon due exercise or conversion thereof in accordance with the terms thereof and any indenture or other agreement pursuant to which the Warrants or Debt Securities are to be issued, and in the case of the Warrants, payment of the exercise price in accordance with the terms thereof, be validly issued, fully paid and non-assessable.

          3.   With respect to the Preferred Stock, assuming the consideration offered in exchange for the shares is valid consideration under state law, when issued pursuant to a Certificate of Designations pursuant to the Idaho General Corporation Law in materially the form to be filed as an Exhibit to the Registration Statement or by Current Report on Form 8-K (the “Certificate of Designations”) and when the Company receives consideration per share for the Preferred Stock in such an amount (not less than the par value per share) as has been or may be determined by the Board of Directors of the Company, the Preferred Stock will be validly issued, fully paid and non-assessable.

          4.   With respect to the Warrants, when the Warrants or certificates representing the Warrants have been duly executed, countersigned, registered, delivered and authenticated in accordance with the terms authorized by the Company and the applicable Warrant Agreement, upon payment of the consideration in such an amount as has been or may be determined by the

2

Board of Directors of the Company, the Warrants will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.

          The opinions 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 Security 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 Securities 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 Securities offered thereby;

          (d)   all Securities 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 Securities;

          (e)   in the case of an agreement pursuant to which any Securities 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 Securities 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 Securities 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.

          My opinions set forth above are subject to the effect of (a) applicable bankruptcy, reorganization, insolvency, moratorium and other similar laws and court decisions of general application (including without limitation statutory or other laws regarding fraudulent or preferential transfers) relating to, limiting or affecting the enforcement of creditors’ rights generally, and (b) principles of equity (regardless of whether enforcement is considered in proceedings at law or in equity) that may limit the enforceability of any of the remedies, covenants or other provisions of the Securities, the Warrant Agreement, or the Certificate of Designations or the availability of injunctive relief or other equitable remedies or as such principles relate to, limit or affect the enforcement of creditor’s rights generally.

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          In addition, I express no opinion as to any provisions of the Securities, the Warrant Agreement, or the Certificate of Designations regarding the remedies available to any person (1) to take action that is arbitrary, unreasonable or capricious or is not taken in good faith or in a commercially reasonable manner, whether or not such action is permitted under the Securities, the Warrant Agreement, or the Certificate of Designations or (2) for violations or breaches that are determined by a court to be non-material or without substantially adverse effect upon the ability of the Company to perform its material obligations under the Securities, the Warrant Agreement, or the Certificate of Designations.

          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 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 Securities 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 Securities (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 Securities 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

4 EX-5.(B) 4 a95516exv5wxby.htm EXHIBIT 5(B)

EXHIBIT 5(b)

[Letterhead of Gibson, Dunn & Crutcher LLP]

January 7, 2004

(310) 552-8500 C 19398-00007

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-3

Ladies and Gentlemen:

          As special counsel for Coeur d’Alene Mines Corporation, an Idaho corporation (the “Company”), we are familiar with the Company’s registration statement on Form S-3 (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), on January 7, 2004, as amended, with respect to the offering and sale from time to time by the Company of up to $30,000,000 aggregate offering price of any of the following: (i) one or more series of the Company’s debt securities (the “Debt Securities”), which may be senior debt securities or subordinated debt securities, (ii) shares of the Company’s preferred stock, par value $1.00 per share (the “Preferred Stock”), (iii) shares of the Company’s common stock, par value $1.00 per share (the “Common Stock”), and/or (iv) warrants to purchase Debt Securities, Preferred Stock, or Common Stock or units of two or more of these types of securities (the “Warrants”). All capitalized terms which are not defined herein shall have the meanings assigned to them in the Registration Statement.

          We are familiar with the corporate action taken and proposed to be taken by the Company in connection with the authorization, issuance and sale of the Debt Securities. For the purpose of rendering this opinion, we have made such factual and legal examinations as we deemed necessary under the circumstances, and in that connection we have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments and have made such inquiries as we have deemed appropriate for the purpose of rendering this opinion.

          In connection with our examination of such documents, we have assumed the genuineness of all signatures on, and the authenticity of, all documents submitted to us as

Coeur d’Alene Mines Corporation
January 7, 2004
Page 2

originals and the conformity to original documents of all documents submitted to us as copies. With respect to agreements and instruments executed by natural persons, we have assumed the legal competency of such persons.

          On the basis of, and in reliance on, the foregoing examination and subject to the assumptions, exceptions, qualifications and limitations contained herein and subject to completion of the corporate action proposed to be taken by the Company referred to above (including without limitation the due reservation of the Common Stock for issuance upon conversion of convertible Debt Securities (if applicable), the due authorization of the Indenture (as defined below) and the due establishment of the specific terms of the Debt Securities to be issued thereunder in accordance with the terms of the Indenture, and the due execution and delivery of the indenture(s) pursuant to which the Debt Securities will be issued (together, and as appropriate, the “Indenture”), each in materially the form filed or to be filed as an Exhibit to the Registration Statement (by amendment, by incorporation by reference or by Current Reports on Form 8-K)), we are of the opinion that:

          When the Debt Securities, in substantially the form contained in the form of Indenture, shall have been authorized, executed, authenticated and delivered in accordance with the terms of the applicable Indenture, the Debt Securities will be valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.

          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 Debt 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 Debt Security 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 Debt Securities 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 Debt Securities offered thereby;

          (d)   all Debt Securities 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

Coeur d’Alene Mines Corporation
January 7, 2004
Page 3

appropriate Prospectus Supplement and there will not have occurred any change in law affecting the validity or enforceability of such Debt Securities;

          (e)   the applicable trustee shall have been qualified under the Trust Indenture Act of 1939, as amended, and a Form T-1 shall have been properly filed as an exhibit to the Registration Statement;

          (f)   in the case of an Indenture or other agreement pursuant to which any Debt Securities 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

          (g)   in the case of an underwritten offering, the applicable underwriting agreement shall have been duly authorized and the Debt Securities so offered shall have been issued and sold in accordance with the terms and conditions of the applicable underwriting agreement.

          We express no opinion regarding the effectiveness of any waiver in respect of the Securities 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.

          Our opinion set forth above are subject to the effect of (a) applicable bankruptcy, reorganization, insolvency, moratorium and other similar laws and court decisions of general application (including without limitation statutory or other laws regarding fraudulent or preferential transfers) relating to, limiting or affecting the enforcement of creditors’ rights generally, and (b) principles of equity (regardless of whether enforcement is considered in proceedings at law or in equity) that may limit the enforceability of any of the remedies, covenants or other provisions of the Debt Securities or the Indenture or the availability of injunctive relief or other equitable remedies or as such principles relate to, limit or affect the enforcement of creditor’s rights generally.

          In addition, we express no opinion as to: (a) any provisions of the Debt Securities or the Indenture regarding the remedies available to any person (1) to take action that is arbitrary, unreasonable or capricious or is not taken in good faith or in a commercially reasonable manner, whether or not such action is permitted under the Debt Securities or the Indenture or (2) for violations or breaches that are determined by a court to be non-material or without substantially adverse effect upon the ability of the Company to perform its material obligations under the Debt Securities, the Indenture; or (b) the provisions of the Debt Securities or the Indenture that may provide for interest on interest or penalty interest.

          This opinion is limited to the present laws of the State of New York and the present federal laws of the United States and to the present judicial interpretations thereof and to the facts as they presently exist. We express no opinion as to matters involving the laws of any

Coeur d’Alene Mines Corporation
January 7, 2004
Page 4

jurisdiction other than the State of New York and the United States. We undertake no obligation to advise you as a result of developments occurring after the date hereof or as a result of facts or circumstances brought to our attention after the date hereof.

          You have informed us that you intend to issue Debt Securities 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. We understand that prior to issuing any Debt Securities (i) you will advise us in writing of the terms thereof and (ii) you will afford us an opportunity to (x) review the operative documents pursuant to which such Debt Securities are to be issued (including the applicable Prospectus Supplement) and (y) file such supplement or amendment to this opinion (if any) as we 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, we do not admit we are 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/ Gibson, Dunn & Crutcher LLP

GIBSON, DUNN & CRUTCHER LLP

TJH/TLS/WSV

EX-23.(C) 5 a95516exv23wxcy.htm EXHIBIT 23(C)

EXHIBIT 23(c)

INDEPENDENT AUDITORS’ CONSENT

The Board of Directors
Coeur d’Alene Mines Corporation

We consent to the incorporation by reference in the Registration Statement on Form S-3 of Coeur d’Alene Mines Corporation of our report dated February 28, 2003, with respect to the consolidated balance sheet of Coeur d’Alene Mines Corporation as of December 31, 2002 and the related consolidated statements of operations and comprehensive loss, shareholders’ equity, and cash flows for the year then ended, which report appears in the December 31, 2002 annual report on Form 10-K of Coeur d’Alene Mines Corporation and to the reference to our firm under the heading “Experts” in the base prospectus.

/s/ KPMG LLP

Denver, Colorado
January 7, 2004

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