December 21, 2004
Foundation PA Coal Company
999 Corporate Boulevard
Suite 300
Linthicum Heights, Maryland 21090-2227
Ladies and Gentlemen:
We have acted as counsel to Foundation PA Coal Company, a Delaware corporation (the "Company"), and to Foundation Coal Corporation, a Delaware corporation ("Holdings"), and each of Holdings' wholly-owned direct and indirect subsidiaries listed on Annex I attached hereto (together with Holdings, the "Delaware Guarantors"), and each of Holdings' wholly-owned direct and indirect subsidiaries listed on Annex II hereto (the "Non-Delaware Guarantors," each, a "Guarantor" and, together with the Delaware Guarantors, the "Guarantors") in connection with the Registration Statement on Form S-4 (the "Registration Statement") filed by the Company and the Guarantors with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended, relating to the issuance by the Company of $300,000,000 aggregate principal amount of 71/4 Senior Notes due 2014 (the "Exchange Securities") and the issuance by the Guarantors of guarantees (the "Guarantees") with respect to the Exchange Securities. The Exchange Securities and the Guarantees will be issued under an indenture dated, as of July 30, 2004 (the "Indenture"), among the Company, the Guarantors and The Bank of New York, as trustee (the "Trustee"). The Exchange Securities will be offered by the Company in exchange for $300,000,000 aggregate principal amount of its outstanding 71/4 Senior Notes due 2014 (the "Securities").
We have examined the Registration Statement and the Indenture, which has been filed with the Commission as an exhibit to the Registration Statement. We also have examined the originals, or duplicates or certified or conformed copies, of such corporate records, agreements, documents and other instruments and have made such other investigations as we have deemed relevant and necessary in connection with the opinions hereinafter set forth. As to questions of fact material to this opinion, we have relied upon certificates or comparable documents of public officials and of officers and representatives of the Company and the Guarantors.
In rendering the opinions set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents. We also have assumed that the Indenture is the valid and legally binding obligation of the Trustee.
We have assumed further that (1) each non-Delaware Guarantor has duly authorized, executed and delivered the Indenture and (2) the execution, delivery and performance by each Guarantor of the Indenture and the Guarantees do not and will not violate the law of its jurisdiction of organization or any other applicable law (excepting the law of the State of New York and the federal laws of the United States).
Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that:
1. When the Exchange Securities have been duly executed, authenticated, issued and delivered in accordance with the provisions of the Indenture upon the exchange, the Exchange Securities will constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms.
2. When (a) the Exchange Securities have been duly executed, authenticated, issued and delivered in accordance with the provisions of the Indenture upon the exchange and (b) the
Guarantees have been duly issued, the Guarantees will constitute valid and legally binding obligations of the Guarantors, enforceable against the Guarantors in accordance with their terms.
Our opinions set forth above are subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing.
We do not express any opinion herein concerning any law other than the law of the State of New York and the Delaware General Corporation Law (including the statutory provisions, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the foregoing).
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the use of our name under the caption "Legal Matters" in the Prospectus included in the Registration Statement.
| Very truly yours, | ||
/s/ SIMPSON THACHER & BARTLETT LLP | ||
SIMPSON THACHER & BARTLETT LLP |
Delaware Guarantors
| Name | Jurisdiction of Incorporation or Formation | |
|---|---|---|
| Alliance Power Marketing, Inc. | Delaware | |
Barbara Holdings Inc. | Delaware | |
Castle Gate Holding Company | Delaware | |
Coal Gas Recovery, LP | Delaware | |
Cumberland Coal Resources, LP | Delaware | |
Delta Mine Holding Company | Delaware | |
Emerald Coal Resources, LP | Delaware | |
Foundation American Coal Company, LLC | Delaware | |
Foundation Coal Development Corporation | Delaware | |
Foundation Coal Holding, Inc. | Delaware | |
Foundation Coal Resources Corporation | Delaware | |
Foundation Coal West, Inc. | Delaware | |
Foundation Energy Sales, Inc. | Delaware | |
Foundation Equipment Company | Delaware | |
Foundation Midwest Holding Company | Delaware | |
Foundation Royalty Company | Delaware | |
Foundation Wyoming Land Company | Delaware | |
Freeport Mining, LP | Delaware | |
Freeport Resources Corporation | Delaware | |
Laurel Creek Co., Inc. | Delaware | |
Maple Meadow Mining Company | Delaware | |
Pennsylvania Land Holdings Corporation | Delaware | |
Pennsylvania Services Corporation | Delaware | |
Plateau Mining Corporation | Delaware | |
River Processing Corporation | Delaware | |
Riverton Coal Production, Inc. | Delaware | |
Rockspring Development, Inc. | Delaware | |
Wabash Mine Holding Company | Delaware | |
Warrick Holding Company | Delaware |
Non-Delaware Guarantors
| Name | Jurisdiction of Incorporation or Formation | |
|---|---|---|
| Energy Development Corporation | West Virginia | |
Kingston Mining, Inc. | West Virginia | |
Kingston Processing, Inc. | West Virginia | |
Kingston Resources, Inc. | Kentucky | |
Neweagle Coal Sales Corp. | Virginia | |
Neweagle Development Corp. | Virginia | |
Neweagle Industries, Inc. | Virginia | |
Neweagle Mining Corp. | Virginia | |
Odell Processing Inc. | West Virginia | |
Paynter Branch Mining, Inc. | West Virginia | |
Pioneer Fuel Corporation | West Virginia | |
Pioneer Mining, Inc. | West Virginia | |
Red Ash Sales Company, Inc. | West Virginia | |
Rivereagle Corp. | Virginia | |
Riverton Capital Ventures I, Limited Liability Company | West Virginia | |
Riverton Capital Ventures II, Limited Liability Company | West Virginia | |
Riverton Coal Sales, Inc. | West Virginia | |
Ruhrkohle Trading Corporation | West Virginia | |
Simmons Fork Mining, Inc. | West Virginia | |
Southern Resources, Inc. | West Virginia |
