Exhibit 5.1
June 1, 2011
Alpha Natural Resources, Inc.
Guarantors listed on Schedule I hereto
c/o Alpha Natural Resources, Inc.
One Alpha Place
P.O. Box 2345
Abingdon, Virginia 24212
Ladies and Gentlemen:
We have acted as special counsel to Alpha Natural Resources, Inc., a Delaware corporation (the “Company”), in connection with its offering pursuant to a registration statement on Form S-3 (No. 333-165473) (the “Registration Statement”) and the prospectus dated March 15, 2010, as supplemented by the prospectus supplement dated May 18, 2011 (together, the “Prospectus”), of $800,000,000 aggregate principal amount of its 6% Senior Notes due 2019 and $700,000,000 aggregate principal amount of its 6.25% Senior Notes due 2021 (together, the “Securities”). The Securities were issued under an indenture dated as of June 1, 2011 (the “Base Indenture”), among the Company, the Company’s subsidiaries listed on Schedule I hereto, as guarantors (the “Guarantors”), and Union Bank, N.A., as trustee (the “Trustee”), as amended by the first supplemental indenture, dated as of June 1, 2011 (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), among the Company, the Guarantors and the Trustee. The Indenture includes the guarantees of the Securities by the Guarantors (the “Guarantees”).
In arriving at the opinions expressed below, we have reviewed the following documents:
| (a) | the Registration Statement and the documents incorporated by reference therein; |
| (b) | the Prospectus and the documents incorporated by reference therein; |
Alpha Natural Resources, Inc. et al., p. 2
| (c) | an executed copy of the Indenture; |
| (d) | facsimile copies of the Securities in global form as executed by the Company and authenticated by the Trustee; and |
| (e) | copies of the Company’s Restated Certificate of Incorporation and Amended and Restated By-Laws certified by the Secretary of State of the State of Delaware and the corporate secretary of the Company, respectively. |
In addition, we have reviewed the originals or copies certified or otherwise identified to our satisfaction of all such corporate records of the Company and such other documents, and we have made such investigations of law, as we have deemed appropriate as a basis for the opinions expressed below.
In rendering the opinions expressed below, we have assumed the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as copies. In addition, we have assumed and have not verified the accuracy as to factual matters of each document we have reviewed.
Based on the foregoing, and subject to the further assumptions and qualifications set forth below, it is our opinion that:
1. The Securities have been validly issued by the Company and are the valid, binding and enforceable obligations of the Company, entitled to the benefits of the Indenture.
2. The Guarantees are the valid, binding and enforceable obligations of the applicable Guarantor, entitled to the benefits of the Indenture.
Insofar as the foregoing opinions relate to the validity, binding effect or enforceability of any agreement or obligation of the Company or any Guarantor, (a) we have assumed that the Company or such Guarantor and each other party to such agreement or obligation has satisfied those legal requirements that are applicable to it to the extent necessary to make such agreement or obligation enforceable against it (except that no such assumption is made as to the Company regarding matters of the federal law of the United States of America, the law of the State of New York or the General Corporation Law of the State of Delaware that in our experience normally would be applicable to general business entities with respect to such agreement or obligation) and (b) such opinions are subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity.
The foregoing opinions are limited to the federal law of the United States of America, the law of the State of New York and the General Corporation Law of the State of Delaware (including the applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the General Corporation Law of the State of Delaware).
Alpha Natural Resources, Inc. et al., p. 3
We hereby consent to the use of our name in the Prospectus under the heading “Legal Matters,” as counsel for the Company that has passed on the validity of the Securities and to the filing of this opinion as Exhibit 5.1 to the Company’s Current Report on Form 8-K dated June 1, 2011. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder. The opinions expressed herein are rendered on and as of the date hereof, and we assume no obligation to advise you or any other person, or to make any investigations, as to any legal developments or factual matters arising subsequent to the date hereof that might affect the opinions expressed herein.
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Very truly yours, |
|
CLEARY GOTTLIEB STEEN & HAMILTON LLP |
| |
By: | | /s/ Sandra L. Flow |
| | Sandra L. Flow, a Partner |
Schedule I
| | |
Guarantor | | Jurisdiction of Organization |
Alpha American Coal Company, LLC | | Delaware |
Alpha American Coal Holding, LLC | | Delaware |
Alpha Australia, LLC | | Delaware |
Alpha Australia Services, LLC | | Delaware |
Alpha Coal Resources Company, LLC | | Delaware |
Alpha Coal Sales Co., LLC | | Delaware |
Alpha Coal West, Inc. | | Delaware |
Alpha Energy Sales, LLC | | Delaware |
Alpha India, LLC | | Delaware |
Alpha Land and Reserves, LLC | | Delaware |
Alpha Midwest Holding Company | | Delaware |
Alpha Natural Resources, LLC | | Delaware |
Alpha Natural Resources International, LLC | | Delaware |
Alpha Natural Resources Services, LLC | | Delaware |
Alpha PA Coal Terminal, LLC | | Delaware |
Alpha Shipping and Chartering, LLC | | Delaware |
Alpha Sub Five, LLC | | Delaware |
Alpha Sub Four, LLC | | Delaware |
Alpha Sub One, LLC | | Delaware |
Alpha Sub Three, LLC | | Delaware |
Alpha Sub Two, LLC | | Delaware |
Alpha Terminal Company, LLC | | Delaware |
Alpha Wyoming Land Company, LLC | | Delaware |
AMFIRE, LLC | | Delaware |
AMFIRE Holdings, LLC | | Delaware |
AMFIRE Mining Company, LLC | | Delaware |
AMFIRE WV, L.P. | | Delaware |
Axiom Excavating and Grading Services, LLC | | Delaware |
Barbara Holdings Inc. | | Delaware |
Black Dog Coal, LLC | | Virginia |
Brooks Run Mining Company, LLC | | Delaware |
Buchanan Energy Company, LLC | | Virginia |
Callaway Land and Reserves, LLC | | Delaware |
Castle Gate Holding Company | | Delaware |
Coal Gas Recovery, LLC | | Delaware |
Cobra Natural Resources, LLC | | Delaware |
Coral Energy Services, LLC | | Delaware |
Cumberland Coal Resources, LP | | Delaware |
Delta Mine Holding Company | | Delaware |
Dickenson-Russell Coal Company, LLC | | Delaware |
Dickenson-Russell Land and Reserves, LLC | | Delaware |
Dry Systems Technologies, Inc. | | Delaware |
Emerald Coal Resources, LP | | Delaware |
Energy Development Corporation | | West Virginia |
Enterprise Land and Reserves, LLC | | Delaware |
Enterprise Mining Company, LLC | | Delaware |
Esperanza Coal Co., LLC | | Delaware |
Foundation Mining, LLC | | Delaware |
Foundation PA Coal Company, LLC | | Delaware |
Foundation Royalty Company | | Delaware |
I-1
| | |
Freeport Mining, LLC | | Delaware |
Freeport Resources Company, LLC | | Delaware |
Herndon Processing Company, LLC | | West Virginia |
Jay Creek Holding, LLC | | Delaware |
Kepler Processing Company, LLC | | West Virginia |
Kingston Mining, Inc. | | West Virginia |
Kingston Processing, Inc. | | West Virginia |
Kingston Resources, Inc. | | Kentucky |
Kingwood Mining Company, LLC | | Delaware |
Laurel Creek Co., Inc. | | Delaware |
Litwar Processing Company, LLC | | West Virginia |
Maple Meadow Mining Company | | Delaware |
Maxxim Rebuild Co., LLC | | Delaware |
Maxxim Shared Services, LLC | | Delaware |
Maxxum Carbon Resources, LLC | | Delaware |
McDowell-Wyoming Coal Company, LLC | | Delaware |
Mountain Merger Sub, Inc. | | Delaware |
Neweagle Coal Sales Corp. | | Virginia |
Neweagle Development Corp. | | Virginia |
Neweagle Industries, Inc. | | Virginia |
Neweagle Mining Corp. | | Virginia |
Nicewonder Contracting, Inc. | | West Virginia |
Odell Processing Inc. | | West Virginia |
Palladian Lime, LLC | | Delaware |
Paramont Coal Company Virginia, LLC | | Delaware |
Paynter Branch Mining, Inc. | | West Virginia |
Pennsylvania Land Holdings Company, LLC | | Delaware |
Pennsylvania Services Corporation | | Delaware |
Pioneer Fuel Corporation | | West Virginia |
Pioneer Mining, Inc. | | West Virginia |
Plateau Mining Corporation | | Delaware |
Premium Energy, LLC | | Delaware |
Red Ash Sales Company, Inc. | | West Virginia |
River Processing Corporation | | Delaware |
Rivereagle Corp. | | Virginia |
Riverside Energy Company, LLC | | West Virginia |
Riverton Coal Production Inc. | | Delaware |
Riverton Coal Sales, Inc. | | West Virginia |
Rockspring Development, Inc. | | Delaware |
Ruhrkohle Trading Corporation | | West Virginia |
Simmons Fork Mining, Inc. | | West Virginia |
Solomons Mining Company | | West Virginia |
Twin Star Mining, Inc. | | West Virginia |
Virginia Energy Company, LLC | | Delaware |
Wabash Mine Holding Company | | Delaware |
Warrick Holding Company | | Delaware |
White Flame Energy, Inc. | | West Virginia |
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