Exhibit 5.1
September 7, 2012
Peabody Energy Corporation
701 Market Street
St. Louis, Missouri 63101
Ladies and Gentlemen:
We have acted as counsel to Peabody Energy Corporation, Delaware corporation (the “Company”), and to the guarantors listed on Schedule I hereto (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 $1,518,821,000 aggregate principal amount of 6.00% Senior Notes due 2018 and $1,339,644,000 aggregate principal amount of 6.25% Senior Notes due 2021 (collectively, 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 November 15, 2011 (the “Indenture”) among the Company, the Guarantors and U.S. Bank National Association, as trustee (the “Trustee”). The Exchange Securities will be offered by the Company in exchange for $1,518,821,000 aggregate principal amount of 6.00% Senior Notes due 2018 and $1,339,644,000 aggregate principal amount of 6.25% Senior Notes due 2021.
We have examined the Registration Statement and the Indenture (including the form of Exchange Security set forth therein), 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 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.
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.
Insofar as the opinions expressed herein relate to or are dependent upon matters governed by the law of the State of Indiana, we have relied upon the opinion of Jackson Kelly PLLC dated August 3, 2012. Insofar as the opinions expressed herein relate to or are dependent upon matters governed by the law of the State of Illinois, we have relied upon the opinion of Thompson Coburn LLP dated August 3, 2012.
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We do not express any opinion herein concerning any law other than the law of the State of New York, the Delaware General Corporation Law, the Delaware Limited Liability Company Act and, to the extent set forth herein, the law of the State of Indiana and the law of the State of Illinois.
We hereby consent to the filing of this opinion letter as Exhibit 5 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
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Schedule I
Name of Subsidiary | Jurisdiction of Formation | |
| American Land Development, LLC | Delaware | |
| American Land Holdings of Colorado, LLC | Delaware | |
| American Land Holdings of Illinois, LLC | Delaware | |
| American Land Holdings of Indiana, LLC | Delaware | |
| American Land Holdings of Kentucky, LLC | Delaware | |
| American Land Holdings of West Virginia, LLC | Delaware | |
| Arid Operations, Inc. | Delaware | |
| Big Sky Coal Company | Delaware | |
| BTU Western Resources, Inc. | Delaware | |
| Caballo Grande, LLC | Delaware | |
| Caseyville Dock Company, LLC | Delaware | |
| Central States Coal Reserves of Illinois, LLC | Delaware | |
| Central States Coal Reserves of Indiana, LLC | Delaware | |
| Coal Reserve Holding Limited Liability Company No. 1 | Delaware | |
| COALSALES II, LLC | Delaware | |
| Colorado Yampa Coal Company | Delaware | |
| Conservancy Resources, LLC | Delaware | |
| Cottonwood Land Company | Delaware | |
| Cyprus Creek Land Company | Delaware | |
| Cyprus Creek Land Resources, LLC | Delaware | |
| Dyson Creek Coal Company, LLC | Delaware | |
| Dyson Creek Mining Company, LLC | Delaware | |
| El Segundo Coal Company, LLC | Delaware | |
| Elkland Holdings, LLC | Delaware | |
| Gallo Finance Company | Delaware | |
| Gold Fields Chile, LLC | Delaware | |
| Gold Fields Mining, LLC | Delaware | |
| Gold Fields Ortiz, LLC | Delaware | |
| Hayden Gulch Terminal, LLC | Delaware | |
| Highwall Mining Services Company | Delaware | |
| Hillside Recreational Lands, LLC | Delaware | |
| HMC Mining, LLC | Delaware | |
| Independence Material Handling, LLC | Delaware | |
| James River Coal Terminal, LLC | Delaware | |
| Juniper Coal Company | Delaware | |
| Kayenta Mobile Home Park, Inc. | Delaware | |
| Kentucky Syngas, LLC | Delaware | |
| Lively Grove Energy, LLC | Delaware | |
| Lively Grove Energy Partners, LLC | Delaware | |
| Marigold Electricity, LLC | Delaware |
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| Midwest Coal Acquisition Corp. | Delaware | |
| Midwest Coal Reserves of Illinois, LLC | Delaware | |
| Midwest Coal Reserves of Indiana, LLC | Delaware | |
| Moffat County Mining, LLC | Delaware | |
| Mustang Energy Company, LLC | Delaware | |
| New Mexico Coal Resources, LLC | Delaware | |
| Pacific Export Resources, LLC | Delaware | |
| Peabody America, Inc. | Delaware | |
| Peabody Archveyor, LLC | Delaware | |
| Peabody Bear Run Mining, LLC | Delaware | |
| Peabody Bear Run Services, LLC | Delaware | |
| Peabody Caballo Mining, LLC | Delaware | |
| Peabody Cardinal Gasification, LLC | Delaware | |
| Peabody COALSALES, LLC | Delaware | |
| Peabody COALTRADE International (CTI), LLC | Delaware | |
| Peabody COALTRADE, LLC | Delaware | |
| Peabody Colorado Operations, LLC | Delaware | |
| Peabody Colorado Services, LLC | Delaware | |
| Peabody Coulterville Mining, LLC | Delaware | |
| Peabody Development Company, LLC | Delaware | |
| Peabody Electricity, LLC | Delaware | |
| Peabody Employment Services, LLC | Delaware | |
| Peabody Energy Generation Holding Company | Delaware | |
| Peabody Energy Investments, Inc. | Delaware | |
| Peabody Energy Solutions, Inc. | Delaware | |
| Peabody Gateway North Mining, LLC | Delaware | |
| Peabody Gateway Services, LLC | Delaware | |
| Peabody Holding Company, LLC | Delaware | |
| Peabody Illinois Services, LLC | Delaware | |
| Peabody Indiana Services, LLC | Delaware | |
| Peabody International Investments, Inc. | Delaware | |
| Peabody International Services, Inc. | Delaware | |
| Peabody Investments Corp. | Delaware | |
| Peabody Midwest Management Services, LLC | Delaware | |
| Peabody Midwest Operations, LLC | Delaware | |
| Peabody Midwest Services, LLC | Delaware | |
| Peabody Natural Gas, LLC | Delaware | |
| Peabody Natural Resources Company | Delaware | |
| Peabody New Mexico Services, LLC | Delaware | |
| Peabody Operations Holding, LLC | Delaware | |
| Peabody Powder River Mining, LLC | Delaware | |
| Peabody Powder River Operations, LLC | Delaware | |
| Peabody Powder River Services, LLC | Delaware | |
| Peabody PowerTree Investments, LLC | Delaware |
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| Peabody Recreational Lands, LLC | Delaware | |
| Peabody Rocky Mountain Management Services, LLC | Delaware | |
| Peabody Rocky Mountain Services, LLC | Delaware | |
| Peabody Sage Creek Mining, LLC | Delaware | |
| Peabody School Creek Mining, LLC | Delaware | |
| Peabody Services Holdings, LLC | Delaware | |
| Peabody Southwest, LLC | Delaware | |
| Peabody Southwestern Coal Company | Delaware | |
| Peabody Terminal Holding Company, Inc. | Delaware | |
| Peabody Terminals, LLC | Delaware | |
| Peabody Trout Creek Reservoir LLC | Delaware | |
| Peabody Twentymile Mining, LLC | Delaware | |
| Peabody Venezuela Coal Corp. | Delaware | |
| Peabody Venture Fund, LLC | Delaware | |
| Peabody-Waterside Development, LLC | Delaware | |
| Peabody Western Coal Company | Delaware | |
| Peabody Wild Boar Mining, LLC | Delaware | |
| Peabody Wild Boar Services, LLC | Delaware | |
| Peabody Williams Fork Mining, LLC | Delaware | |
| Peabody Wyoming Gas, LLC | Delaware | |
| Peabody Wyoming Services, LLC | Delaware | |
| PEC Equipment Company, LLC | Delaware | |
| Point Pleasant Dock Company, LLC | Delaware | |
| Pond River Land Company | Delaware | |
| Porcupine Production, LLC | Delaware | |
| Porcupine Transportation, LLC | Delaware | |
| Riverview Terminal Company | Delaware | |
| Sage Creek Holdings, LLC | Delaware | |
| School Creek Coal Resources, LLC | Delaware | |
| Seneca Coal Company, LLC | Delaware | |
| Shoshone Coal Corporation | Delaware | |
| Star Lake Energy Company, L.L.C. | Delaware | |
| Thoroughbred Generating Company, LLC | Delaware | |
| Thoroughbred Mining Company, LLC | Delaware | |
| Twentymile Coal, LLC | Delaware | |
| West Roundup Resources, LLC | Delaware | |
| Big Ridge, Inc. | Illinois | |
| Black Hills Mining Company, LLC | Illinois | |
| Century Mineral Resources, Inc. | Illinois | |
| Illinois Land Holdings, LLC | Illinois | |
| Midco Supply and Equipment Corporation | Illinois | |
| Falcon Coal Company, LLC | Indiana | |
| Peabody Arclar Mining, LLC | Indiana | |
| Peabody Midwest Mining, LLC | Indiana | |
| Sugar Camp Properties, LLC | Indiana |
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