Exhibit 5.1
Hunton & Williams LLP
Riverfront Plaza, East Tower
951 East Byrd Street
Richmond, Virginia 23219-4074
March 3, 2006
Board of Directors
Massey Energy Company
4 North 4th Street
Richmond, Virginia 23219
Registration Statement on Form S-4 for Exchange of Outstanding
6.875% Senior Notes due 2013 for 6.875% Senior Notes due 2013
to be Registered under the Securities Act of 1933
Ladies and Gentlemen:
We have acted as counsel to Massey Energy Company, a Delaware corporation (the “Company”), A.T. Massey Coal Company, Inc., a Virginia corporation and a wholly owned subsidiary of the Company (“A.T. Massey”), and substantially all of Massey’s current operating subsidiaries (together with A.T. Massey, the “Guarantors”) in connection with the Registration Statement on Form S-4 (Registration No. 333-131415) initially filed by the Company and the Guarantors with the Securities and Exchange Commission (the “Commission”) on January 31, 2006 (as amended, the “Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), to register (i) $760,000,000 aggregate principal amount at maturity of 6.875% Senior Notes due 2013 (collectively, the “Exchange Notes”) issued by the Company on December 21, 2005, and (ii) the guarantees of the Company’s obligations under the Exchange Notes by the Guarantors (the “Guarantees”). The Exchange Notes are to be issued in exchange (the “Exchange Offer”) for an equal aggregate principal amount of unregistered 6.875% Senior Notes due 2013 (the “Old Notes”) and the guarantees of the Company’s obligations under the Old Notes by the Guarantors, issued on December 21, 2005, in reliance on an exemption from registration under the Securities Act for offers and sales of securities not involving public offerings. The Exchange Notes will be issued pursuant to the terms of an Indenture, dated as of December 21, 2005 (the “Indenture”), among the Company, the Guarantors and Wilmington Trust Company, as trustee (the “Trustee”). The terms of the Exchange Offer are described in the Registration Statement.
This opinion is being furnished in accordance with the requirements of Item 21 of Form S-4 and Item 601(b)(5)(i) of Regulation S-K.
In rendering this opinion, we have relied upon, among other things, our examination of such records of the Company and the Guarantors and certificates of their officers and of public officials as we have deemed necessary.
For purposes of the opinions expressed below, we have assumed (i) the authenticity of all documents submitted to us as originals, (ii) the conformity to the originals of all documents
Board of Directors
Massey Energy Company
March 3, 2006
Page 2
submitted to us as certified, photostatic or electronic copies and the authenticity of the originals and (iii) the due authorization, execution and delivery of all documents by all parties, the validity and binding effect thereof and the enforceability of the parties’ obligations thereunder (other than the validity and binding effect of the Indenture and the enforceability of the Company’s and the Guarantors’ obligations thereunder, the validity and binding effect of the Exchange Notes and the enforceability of the Company’s obligations thereunder and the validity and binding effect of the Guarantees and the enforceability of the Guarantors’ obligations thereunder).
Based upon the foregoing, we are of the opinion that:
1. The Indenture governing the Old Notes and the Exchange Notes is a valid and binding obligation of the Company and the Guarantors under the laws of the State of New York, enforceable against the Company and the Guarantors in accordance with its terms, except to the extent enforcement thereof might be limited by (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting creditors’ rights generally, and (ii) general principles of equity, regardless of whether enforceability is considered in a proceeding at law or equity.
2. The Exchange Notes, when executed by the Company and authenticated by the Trustee in accordance with the terms of the Indenture and when issued and delivered upon the completion of the Exchange as described in the Registration Statement, will be valid and binding obligations of the Company under the laws of the State of New York, enforceable against the Company in accordance with their terms and entitled to the benefits of the Indenture, except to the extent enforcement thereof might be limited by (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting creditors’ rights generally, and (ii) general principles of equity, regardless of whether enforceability is considered in a proceeding at law or equity.
3. The Guarantees, when executed by the Guarantors in accordance with the terms of the Indenture and when issued and delivered upon the completion of the Exchange as described in the Registration Statement, will be valid and binding obligations of the Guarantors under the laws of the State of New York, enforceable against the Guarantors in accordance with their terms and entitled to the benefits of the Indenture, except to the extent enforcement thereof might be limited by (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting creditors’ rights generally, and (ii) general principles of equity, regardless of whether enforceability is considered in a proceeding at law or equity.
Board of Directors
Massey Energy Company
March 3, 2006
Page 3
We consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement and to the statement made in reference to this firm under the caption “Legal Matters” in the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act or the rules and regulations promulgated thereunder by the Commission.
| Very truly yours, |
| /s/ Hunton & Williams LLP |
