Exhibit 5.1
77 WEST WACKER • SUITE 3500 • CHICAGO, ILLINOIS 60601.1692
TELEPHONE: +1.312.782.3939 • FACSIMILE: +1.312.782.8585
March 7, 2022
Peabody Energy Corporation
701 Market Street
St. Louis, Missouri 63101
| | Re: | Up to $225,000,000 of Shares of Common Stock of Peabody Energy Corporation |
Ladies and Gentlemen:
We have acted as counsel for Peabody Energy Corporation, a Delaware corporation (the “Company”), in connection with the issuance and sale of shares of the Company’s common stock, par value $0.01 per share, having an aggregate gross sales price of up to $225,000,000 (the “Common Stock”), to be offered by the Company through Goldman Sachs & Co. LLC, acting as agent (the “Agent”), pursuant to the At Market Issuance Sales Agreement, dated March 7, 2022 (the “Sales Agreement”), by and between the Company and the Agent. The Common Stock may be offered and sold from time to time pursuant to Rule 415 under the Securities Act of 1933 (the “Act”) in accordance with the terms of the Sales Agreement.
In connection with the opinion expressed herein, we have examined such documents, records and matters of law as we have deemed relevant or necessary for purposes of such opinion. Based on the foregoing and subject to the further limitations, qualifications and assumptions set forth herein, we are of the opinion that the Common Stock, when issued and delivered pursuant to the terms of the Sales Agreement against payment of the consideration therefor as provided therein, will be validly issued, fully paid and non-assessable, provided that such consideration is at least equal to the stated par value of the Common Stock.
In rendering the opinion above, we have assumed that the resolutions authorizing the Company to issue and deliver and sell the Common Stock pursuant to the Sales Agreement will be in full force and effect at all times at which the Common Stock is issued and delivered or sold by the Company and the Company will take no action inconsistent with such resolutions.
The opinion expressed herein is limited to the General Corporation Law of the State of Delaware, as currently in effect, and we express no opinion as to the effect of the laws of any other jurisdiction.
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