Exhibit 5.1
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November 26, 2014
CONSOL ENERGY INC.
CNX Center
1000 CONSOL Energy Drive
Canonsburg, Pennsylvania 15317-6506
| Re: | Registration Statement on Form S-4 filed November 26, 2014: |
| Exchange Offer for up to $1,850,000,000 Aggregate Principal Amount of 5.875% |
| Senior Notes due 2022 |
Ladies and Gentlemen:
We have acted as special counsel to CONSOL Energy Inc., a Delaware corporation (the “Company”), in connection with the offer to exchange up to $1,850,000,000 aggregate principal amount of 5.875% Senior due 2022 (the “Exchange Notes”) and the guarantees of the Exchange Notes (the “Exchange Guarantees”) by each of the guarantors listed on Exhibit A hereto (collectively, the “Delaware Guarantors”) and the guarantors listed on Exhibit B hereto (collectively, the “Other Guarantors,” and together with the Delaware Guarantors, the “Guarantors”), under an indenture dated as of April 16, 2014 (the “Indenture”), by and among the Company, the Guarantors and Wells Fargo Bank, National Association, as trustee (the “Trustee”), and pursuant to a registration statement onForm S-4 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on November 26, 2014 (the “Registration Statement”). The Exchange Notes and the Exchange Guarantees will be issued in exchange for the Company’s outstanding 5.875% Senior Notes due 2022 and the related guarantees (the “Private Notes”) on the terms set forth in the prospectus contained in the Registration Statement (the “Prospectus”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of RegulationS-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the related Prospectus, other than as expressly stated herein with respect to the issue of the Exchange Notes and the Exchange Guarantees.
November 26, 2014
Page 2
As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company, the Delaware Guarantors and others as to factual matters without having independently verified such factual matters. We are opining herein as to the internal laws of the State of New York, the Delaware General Corporation Law and the Delaware Limited Liability Company Act, and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or, in the case of Delaware, any other laws, or as to any matters of municipal law or the laws of any local agencies within any state.
Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Exchange Notes have been duly executed, issued and authenticated in accordance with the terms of the Indenture and when delivered in exchange for the Private Notes as contemplated by the Prospectus, the Exchange Notes and the Exchange Guarantees will be the legally valid and binding obligations of the Company and the Guarantors, respectively, enforceable against the Company and the Guarantors in accordance with their respective terms.
Our opinion is subject to: (i) the effects of bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights or remedies of creditors; (ii) the effects of general principles of equity, whether considered in a proceeding in equity or at law (including the possible unavailability of specific performance or injunctive relief), concepts of materiality, reasonableness, good faith, fair dealing and the discretion of the court before which a proceeding is brought; and (iii) the invalidity under certain circumstances under law or court decisions of provisions for the indemnification of or contribution to a party with respect to a liability where such indemnification or contribution is contrary to public policy. We express no opinion with respect to (a) provisions for liquidated damages, default interest, late charges, monetary penalties, prepayment or make-whole premiums or other economic remedies to the extent such provisions are deemed to constitute a penalty; (b) consents to, or restrictions upon, governing law, jurisdiction, venue, service of process, arbitration, remedies or judicial relief; (c) waivers of broadly or vaguely stated rights; (d) any provision requiring the payment of attorneys’ fees, where such payment is contrary to law or public policy; (e) provisions to the effect that a guarantor is liable as a primary obligor, and not as a surety, and provisions purporting to waive modifications of any guaranteed obligation to the extent such modification constitutes a novation; and (f) the severability, if invalid, of provisions to the foregoing effect.
With your consent, we have assumed (a) that the Indenture, the Exchange Notes and the Exchange Guarantees (collectively, the “Documents”) have been duly authorized, executed and delivered by the parties thereto other than the Company and each of the Delaware Guarantors; (b) that the Documents constitute legally valid and binding obligations of the parties thereto other than the Company and each of the Guarantors, enforceable against each of them in accordance with their respective terms; and (c) that the status of the Documents as legally valid and binding obligations of the parties is not affected by any (i) breaches of, or defaults under, agreements or instruments, (ii) violations of statutes, rules, regulations or court or governmental orders or (iii) failures to obtain required consents, approvals or authorizations from, or make required registrations, declarations or filings with, governmental authorities.
November 26, 2014
Page 3
This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm contained in the Registration Statement under the heading “Legal Matters.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ Latham & Watkins LLP
November 26, 2014
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EXHIBIT A
Delaware Guarantors
CNX Gas Corporation
CNX Land LLC
CNX Marine Terminals Inc.
CNX RCPC LLC
CONSOL Amonate Facility LLC
CONSOL Amonate Mining Company LLC
CONSOL Buchanan Mining Company LLC
CONSOL Energy Holdings LLC VI
CONSOL Energy Sales Company
CONSOL Financial Inc.
CONSOL Mining Company LLC
CONSOL Mining Holding Company LLC
CONSOL of Canada Inc.
CONSOL of Kentucky Inc.
Consol of Pennsylvania Coal Company
Island Creek Coal Company
MTB Inc.
Panda Bamboo Holdings, Inc.
Paros Corp.
TECPART Corporation
November 26, 2014
Page 5
EXHIBIT B
Other Guarantors
AMVEST Coal & Rail, L.L.C.
AMVEST Coal Sales, Inc.
AMVEST Corporation
AMVEST Gas Resources, Inc.
AMVEST Mineral Services, Inc.
AMVEST Minerals Company, L.L.C.
AMVEST Oil & Gas, Inc.
AMVEST West Virginia Coal, L.L.C.
Braxton-Clay Land & Mineral, Inc.
Cardinal States Gathering Company
CNX Gas Company LLC
Coalfield Pipeline Company
Conrhein Coal Company
CONSOL of Central Pennsylvania LLC
CONSOL of Ohio LLC
CNX Water Assets
Fola Coal Company, L.L.C.
Glamorgan Coal Company, L.L.C.
Helvetia Coal Company
Knox Energy, LLC
Laurel Run Mining Company
Leatherwood, Inc.
Little Eagle Coal Company, L.L.C.
MOB Corporation
Nicholas-Clay Land & Mineral, Inc.
Peters Creek Mineral Services, Inc.
R&PCC LLC
TEAGLE Company, L.L.C.
Terra Firma Company
Terry Eagle Coal Company, L.L.C.
Terry Eagle Limited Partnership
Vaughan Railroad Company
Windsor Coal Company
Wolfpen Knob Development Company