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                                                                     EXHIBIT 5.1







                                 March 19, 2001




Board of Directors
Sunshine Mining and Refining Company
5956 Sherry Lane, Suite 1621
Dallas, Texas 75225

         Re: Sunshine Mining and Refining Company

Ladies and Gentlemen:

         We have acted as special Delaware counsel to Sunshine Mining and
Refining Company, a Delaware corporation (the "Company"), in connection with the
issuance by the Company to, and the subsequent potential resale of up to
44,995,000 shares (the "Shares") of common stock, par value $0.01 per share, of
the Company (the "Common Stock") by, the Elliott International, LP, The
Liverpool Limited Partnership, Stonehill Institutional Partners, LP and
Stonehill Offshore Partners, Limited (collectively, the "Selling Stockholders").
We understand that the Shares were issued to the Selling Stockholders by the
Company pursuant to and in accordance with the provisions of an Order of
Confirmation dated December 5, 2000 (the "Order") of the United States
Bankruptcy Court for the District of Delaware in Sunshine Mining and Refining
Company, et al., Case No. 00-3409 (MFW), Jointly Administered, confirming the
Third Amended Joint Chapter 11 Plan of Reorganization of Sunshine Mining and
Refining Company and its Debtor Subsidiaries, dated December 4, 2000 (the
"Plan"). In this connection, you have requested our opinion as to certain
matters under the General Corporation Law of the State of Delaware.

         For purposes of rendering our opinion as expressed herein, we have been
furnished and have examined copies of the following:

         (a) the Certificate of Incorporation of the Company as filed with the
Secretary of State of the State of Delaware (the "Secretary of State") on
October 27, 1995, the Certificate of Merger Agreement, as filed with the
Secretary of State on May 22, 1996, the Certificate of Amendment of the Company,
as filed with the Secretary of State on June 26, 1997, the Certificate of
Amendment of the Company as filed with the Secretary of State on August 2, 1999,
and the


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Board of Directors
Sunshine Mining and Refining Company
March 19, 2001
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Amended and Restated Certificate of Incorporation of the Company, as filed with
the Secretary of State on February 16, 2001 (collectively, the "Certificate of
Incorporation");

         (b) the By-laws of the Company (the "By-laws");

         (c) the Plan;

         (d) the Order;

         (e) the Form S-1 Registration Statement of the Company being filed by
the Company with the Securities and Exchange Commission (the "Registration
Statement"), including the Prospectus of the Company (the "Prospectus"); and

         (f) A certificate of the Secretary of State, dated the date hereof, as
to the good standing of the Company.

         With respect to the foregoing documents, we have assumed the
authenticity of all documents submitted to us as originals, the conformity to
authentic originals of all documents submitted to us as copies or forms, the
genuineness of all signatures, the legal capacity of natural persons, and that
the foregoing documents, in the forms furnished to us for our review, have not
been and will not be altered or amended in any respect material to our opinion
as expressed herein. For purposes of our opinion as expressed herein, we have
not reviewed any documents other than the documents listed above, and we assume
there exists no provision of any such other document that bears upon or is
inconsistent with our opinion as expressed herein. We have conducted no
independent factual investigation of our own for purposes of our opinion as
expressed herein, but rather have relied solely upon the foregoing documents,
the statements and information set forth therein, and the additional facts
recited or assumed herein, all of which we assume to be true, complete and
accurate in all material respects.

         On August 23, 2000, the Company and various of its wholly-owned
subsidiaries filed a voluntary petition for relief under Chapter 11 of the
Bankruptcy Code in the United States Bankruptcy Court for the District of
Delaware. The Plan was confirmed by the United States Bankruptcy Court for the
District of Delaware in the Order on December 5, 2000. The "Effective Date" of
the Plan was February 5, 2001.

         Pursuant to Article XI, Section 11.3 of the Plan and Paragraph 41 of
the Order, on the Effective Date each share of common stock, par value $0.01 per
share, "whether issued and outstanding or held in treasury" immediately prior to
the Effective Date was "deemed canceled and retired," and no consideration was
paid to the holders of the Company's previously outstanding shares of common
stock. Then, pursuant to Article XI, Section 11.8 of the Plan and Paragraph 41
of the


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Board of Directors
Sunshine Mining and Refining Company
March 19, 2001
Page 3


Order, on the Effective Date, the Company issued the Common Stock to certain
creditors of the Company, including issuing the Shares to the Selling
Stockholders. The result of the Plan was to eliminate the Company's indebtedness
and obligations which had been incurred prior to August 23, 2000.

         While shares of capital stock of a Delaware corporation ordinarily may
be issued only through action by the corporation's board of directors, the
Shares were issued by the Company pursuant to (and as directed by) the Order.
Section 303(a) of the General Corporation Law contains special provisions
applicable to actions taken by a Delaware corporation pursuant to a plan of
reorganization (such as the Plan) approved by a court of competent jurisdiction
in a bankruptcy proceeding under federal law. In particular, Section 303(a)
provides that whenever a plan of reorganization pursuant to a statute of the
United States has been confirmed by a decree or order of a court of competent
jurisdiction (such as the Order), the corporation may effectuate the plan and
carry out the orders of the court relative thereto without further action of the
directors or stockholders. Actions taken in compliance with such reorganization
orders may be taken by the persons designated by the reorganization court, and,
when so taken, are deemed to have been done "with like effect as if exercised
and taken by unanimous action of the directors and the stockholders." 8 Del. C.
Section 303(a). In addition, Paragraph 48 of the Order provides that the "Order
shall constitute all approvals and consents required, if any, by the laws, rules
or regulations of any State or other governmental authority with respect to the
implementation or consummation of the Plan . . . ."

         In addition to the foregoing, for the purpose of rendering our opinion
as expressed herein, we have been advised that the Selling Stockholders were
creditors of the Company immediately prior to the Effective Date and that such
indebtedness, the value of which was at least equal to $449,950 (which is the
aggregate par value of the Common Stock issued by the Company to the Selling
Stockholders pursuant to the Plan), was canceled and extinguished pursuant to
the Plan in consideration of the issuance of the Shares. Pursuant to the Plan,
this cancellation was contemporaneous with the issuance of the Shares described
herein. Further, we have assumed that stock certificates of the Company
representing the Shares were delivered to the Selling Stockholders in respect
thereof and that the Stock Transfer Ledger of the Company accurately records the
stock issuance of the Shares to the Selling Stockholders.

         Based upon and subject to the foregoing, and subject to the limitations
and qualifications set forth below, it is our opinion that the Shares (i) have
been issued in accordance with the Plan and in accordance with Section 1145 (a)
(1) of the United States Bankruptcy Code and (ii) have been validly issued to
the Selling Stockholders and are fully paid and nonassessable.

         The foregoing opinion is limited to the General Corporation Law of the
State of Delaware, and we have not considered and express no opinion on the
effect of any other laws or the


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Board of Directors
Sunshine Mining and Refining Company
March 19, 2001
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laws of any other state or jurisdiction, including state or federal securities
laws or other federal laws, or the rules and regulations of stock exchanges or
any other regulatory body.

                  We hereby consent to the use of and filing of this opinion as
an exhibit to the Registration Statement proposed to be filed by the Company
with the Securities and Exchange Commission and to the use of our name under the
caption "Legal Matters" in the Prospectus constituting a part thereof, provided,
however, that in giving such consent we do not admit that we come within the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933 or the Rules and Regulations of the Securities and Exchange
Commission thereunder.

                  Our opinion as expressed herein is rendered solely for your
benefit in connection with the matters addressed herein, and, without our prior
written consent, may not be relied upon by you for any other purpose or be
furnished or quoted to, or be relied upon by, any other person or entity for any
purpose.

                                       Very truly yours,

                                       /s/ Richards, Layton & Finger

MG/LJR/pa