EXHIBIT 5


                      [FIELD ATKINSON PERRATON LETTERHEAD]





December 24, 2002



THE BOARD OF DIRECTORS OF
GOLDEN STAR RESOURCES LTD.
Suite 103, 10579 Bradford Road
Littleton, Colorado 80127-4247
USA

Dear Sirs:

RE:  GOLDEN STAR RESOURCES LTD. - REGISTRATION STATEMENT ON FORM S-3
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We have acted as Canadian counsel for Golden Star Resources Ltd., a Canadian
corporation, (the "Corporation") in connection with the filing of a Registration
Statement on Form S-3 (the "Registration Statement") under the Securities Act of
1933 relating to:

1.    the sale of up to $75 million of securities of the Corporation, which
      securities may consist of common shares, preferred shares, warrants or
      convertible debt securities or combinations of such securities, and

2.    the sale of up to 4,300,000 common shares of the Corporation (the
      "Shares") issued as part of units of the Corporation ("Units") offered to
      certain accredited investors, which includes 860,000 common shares which
      may be issued upon exercise of common shares purchase warrants sold
      pursuant to the private placement of Units.

We have examined such documents and have considered such questions of law as we
have determined relevant and necessary as a basis for the opinions hereinafter
set forth. As to various questions of fact material to such opinions and which
were not independently established, we have relied upon a certificate of an
officer of the Corporation, a copy of which has been delivered to you today.

In such examination we have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals and the conformity to
authentic originals of all documents submitted to us as certified, notarial or
true copies or reproductions.





December 24, 2002
Page 2


We are qualified to practice law only in the Province of Alberta and our
opinions herein are restricted to the laws of the Province of Alberta and the
federal laws of Canada applicable therein, as of the date of this opinion. We do
not undertake to advise the addressee hereof as to any changes in the laws of
the Province of Alberta and the federal laws of Canada applicable therein after
the date of this opinion.

Based on the foregoing, it is our opinion:

1.    that any common shares or preferred shares of the Corporation, if and when
      duly authorized by the Corporation in accordance with its articles of
      arrangement, approved by the Toronto Stock Exchange and issued as
      described in the Registration Statement will, upon such issuance, be
      legally issued, fully paid and non-assessable.

2.    that any warrants or convertible debt securities, if and when duly
      authorized by the Corporation in accordance with its articles of
      arrangement, approved by the Toronto Stock Exchange and issued as
      described in this Registration Statement will be valid and binding
      obligations of the Corporation.

3.    the Shares have been, or upon issuance in accordance with the terms and
      conditions of the warrants, will be, duly authorized and are, or will be,
      legally issued, fully paid and non-assessable.

This opinion is being furnished for the sole benefit of the addressee hereof and
may not be used, circulated, quoted, relied upon, distributed, or otherwise
referred to by any other person or entity or for any other purpose without our
prior written consent.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the caption "Legal
Matters" in the Registration Statement.

Yours truly,

FIELD ATKINSON PERRATON LLP

/s/ Field Atkinson Perraton LLP