EXHIBIT 5.1



November 18, 2003



Wits Basin Precious Minerals Inc.
800 Nicollet Mall, Suite 2690
Minneapolis, Minnesota  55402

         Re:  Registration Statement on Form S-8

Ladies and Gentlemen:

         We have  acted on behalf of Wits  Basin  Precious  Minerals  Inc.  (the
"Company")  in  connection  with a  Registration  Statement  on  Form  S-8  (the
"Registration  Statement") filed by the Company with the Securities and Exchange
Commission  relating to  registration  of an aggregate  of  3,000,000  shares of
Common  Stock,  $.01 par  value,  issued  or to be issued  by the  Company  (the
"Shares"),  pursuant to the terms of the Company's  2000  Director  Stock Option
Plan,  as amended  and 2003  Director  Stock  Option  Plan (the  "Plans").  Upon
examination of such corporate  documents and records as we have deemed necessary
or advisable for the purposes hereof, it is our opinion that:

             1.   The Company is a validly existing corporation in good standing
                  under the laws of the State of Minnesota.

             2.   The Shares,  when issued and paid for as  contemplated  by the
                  Plans,  and when  delivered  against  payment  thereof  in the
                  manner  contemplated  by the Plans,  will be  validly  issued,
                  fully paid and non-assessable.

         We hereby  consent to the  filing of this  opinion as an exhibit to the
Registration Statement.


                              Very truly yours,


                              /s/ Maslon Edelman Borman & Brand, LLP