Exhibit 5.1
TROUTMAN SANDERSLLP
ATTORNEYS AT LAW
A LIMITED LIABILITY PARTNERSHIP
TROUTMAN SANDERS BUILDING
1001 HAXALL POINT
RICHMOND, VIRGINIA 23219
www.troutmansanders.com
TELEPHONE: 804-697-1200
FACSIMILE: 804-697-1339
MAILING ADDRESS
P.O. BOX 1122
RICHMOND, VIRGINIA 23218-1122
August 5, 2008
Board of Directors
Massey Energy Company
4 North 4th Street
Richmond, Virginia 23219
Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to Massey Energy Company, a Delaware corporation (the “Company”), the Delaware and Virginia subsidiaries of the Company named in Schedule I hereto (each, a “Delaware/Virginia Guarantor”) and the non-Delaware and Virginia subsidiaries of the Company named in Schedule II hereto (each, a “Non-Delaware/Virginia Guarantor” and collectively, the Non-Delaware/Virginia Guarantors, taken together with the Delaware/Virginia Guarantors, the “Guarantors”), in connection with the Registration Statement on Form S-3 (the “Registration Statement”) filed by the Company and the Guarantors with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), relating to (i) shares of common stock of the Company, par value $0.625 per share (the “Common Stock”), (ii) shares of preferred stock of the Company, no par value per share (the “Preferred Stock”) (iii) warrants to purchase equity securities of the Company (the “Warrants”), (iv) debt securities of the Company (the “Debt Securities”) and (v) guarantees of the Guarantors to be issued in connection with the Debt Securities (the “Guarantees”). The Common Stock, the Preferred Stock, the Warrants, the Debt Securities and the Guarantees are hereinafter referred to collectively as the “Securities.” The Securities may be issued and sold or delivered from time to time as set forth in the Registration Statement, any amendment thereto, the prospectus contained therein (the “Prospectus”) and supplements to the Prospectus (the “Prospectus Supplements”) pursuant to Rule 415 under the Securities Act in an indeterminate amount.
The Debt Securities and the Guarantees thereof, if applicable, will be issued under an Indenture (together with any supplemental indentures, the “Indenture”), among the Company, the Guarantors and Wilmington Trust Company, as trustee (the “Trustee”). The Warrants will be issued under a Warrant Agreement (the “Warrant Agreement”), among the Company and a warrant agent to be named therein (the “Counterparty”).
Board of Directors
Massey Energy Company
August 5, 2008
Page 2
We have examined the Registration Statement and the exhibits filed with the Commission on the date hereof. 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 (1) at the time of execution, authentication, issuance and delivery of the Debt Securities, the Indenture will be the valid and legally binding obligation of the Trustee; and (2) at the time of execution, countersignature, issuance and delivery of any Warrants, the related Warrant Agreement will be the valid and legally binding obligation of the Counterparty thereto.
We have assumed further that (1) at the time of execution, authentication, issuance and delivery of any Debt Securities and the related Guarantees, if applicable, the Indenture will have been duly authorized, executed and delivered by the Company and the Guarantors, if applicable and (2) if applicable, execution, delivery and performance by each Non-Delaware/Virginia Guarantor of the Guarantees will not violate the laws of its jurisdiction of incorporation or any other applicable laws (excepting the law of the State of New York and the federal laws of the United States). We have assumed further that at the time of execution, countersignature, issuance and delivery of any Warrants, the related Warrant Agreement will have been duly authorized, executed and delivered by the Company.
Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that:
| 1. | With respect to the Debt Securities, assuming (a) the taking of all necessary corporate action to approve the issuance and terms of any Debt Securities, the terms of the offering thereof and related matters by the Board of Directors of the Company, a duly constituted and acting committee of such Board or duly authorized officers of the Company (such Board of Directors, committee or authorized officers being referred to herein as the “Board”) and (b) the due execution, authentication, issuance and delivery of such Debt Securities, upon payment of the consideration therefor provided for in the applicable definitive purchase, underwriting or similar agreement approved by the Board and otherwise in accordance with the provisions of the applicable Indenture and such agreement, such Debt Securities will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms. |
Board of Directors
Massey Energy Company
August 5, 2008
Page 3
| 2. | With respect to the Guarantees, assuming (a) the taking of all necessary corporate action to approve the issuance and terms of the Guarantees and related matters by the Board of Directors of each Guarantor (or in the case of a Guarantor that is a partnership or a limited liability company, the Board of Directors of the general partner or member(s), as applicable), a duly constituted and acting committee of such Board or duly authorized officers of each Guarantor, (b) the due execution, authentication, issuance and delivery of the Debt Securities underlying such Guarantees, upon payment of the consideration therefor provided for in the applicable definitive purchase, underwriting or similar agreement approved by such Board and otherwise in accordance with the provisions of the applicable Indenture and such agreement and (c) the due issuance of such Guarantees, such Guarantees will constitute valid and legally binding obligations of the Guarantors enforceable against the Guarantors in accordance with their terms. |
| 3. | With respect to the Preferred Stock, assuming (a) the taking by the Board of Directors of the Company of all necessary corporate action to authorize and approve the issuance of the Preferred Stock, (b) due filing of a Certificate of Designations with the Secretary of State of the State of Delaware and (c) due issuance and delivery of the Preferred Stock, upon payment therefor in accordance with the applicable definitive underwriting agreement approved by the Board of Directors of the Company, the Preferred Stock will be validly issued, fully paid and nonassessable. |
| 4. | With respect to the Common Stock, assuming (a) the taking by the Board of Directors of the Company of all necessary corporate action to authorize and approve the issuance of the Common Stock and (b) due issuance and delivery of the Common Stock, upon payment therefor in accordance with the applicable definitive underwriting agreement approved by the Board of Directors of the Company, the Common Stock will be validly issued, fully paid and nonassessable. |
| 5. | With respect to the Warrants, assuming (a) the taking of all necessary corporate action by the Board to approve the execution and delivery of a related Warrant Agreement in the form to be filed as an exhibit to the Registration Statement and (b) the due execution, countersignature, issuance and delivery of such Warrants, upon payment of the consideration for such Warrants provided for in the applicable definitive purchase, underwriting or similar agreement approved by the Board and otherwise in accordance with the provisions of the applicable Warrant Agreement and such agreement, such Warrants will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms. |
Our opinions set forth in paragraphs 1, 2 and 5 above are subject to the effects of (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar
Board of Directors
Massey Energy Company
August 5, 2008
Page 4
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, the federal law of the United States, the Delaware General Corporation Law (including the statutory provisions, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the foregoing) and the laws of the Commonwealth of Virginia.
We hereby consent to the filing of this opinion letter as Exhibit 5 to the Registration Statement and any amendments thereto and to the use of our name under the caption “Legal Matters” in the Prospectus included in the Registration Statement and any Prospectus Supplement.
| Very truly yours, |
| /s/ Troutman Sanders LLP |
SCHEDULE I
DELAWARE/VIRGINIA GUARANTORS
Delaware
DRIH Corporation
SC Coal Corporation
Virginia
A.T. Massey Coal Company, Inc.
Haden Farms, Inc.
Knox Creek Coal Corporation
Massey Coal Sales Company, Inc.
Massey Technology Investments, Inc.
SCHEDULE II
NON-DELAWARE/VIRGINIA GUARANTORS
Florida
Raven Resources, Inc.
Kentucky
Greyeagle Coal Company
Hanna Land Company, LLC
Hopkins Creek Coal Company
Joboner Coal Company
Lauren Land Company
Long Fork Coal Company
Martin County Coal Corporation
New Ridge Mining Company
Peter Cave Mining Company
Pilgrim Mining Company, Inc.
Road Fork Development Company, Inc.
Sidney Coal Company, Inc.
Stone Mining Company
T.C.H. Coal Co.
Vantage Mining Company
Louisiana
Massey Gas & Oil Company
Pennsylvania
Central Penn Energy Company, Inc.
Duncan Fork Coal Company
Scarlet Development Company
Trace Creek Coal Company
Tennessee
Tennessee Consolidated Coal Company
Tennessee Energy Corp.
Texas
Majestic Mining, Inc.
West Virginia
Alex Energy, Inc.
Aracoma Coal Company, Inc.
Bandmill Coal Corporation
Bandytown Coal Company
Barnabus Land Company
Belfry Coal Corporation
Ben Creek Coal Company
Big Bear Mining Company
Big Sandy Venture Capital Corp.
Black King Mine Development Co.
Blue Ridge Venture Capital Corp.
Boone East Development Co.
Boone Energy Company
Boone West Development Co.
Central West Virginia Energy Company
Ceres Land Company
Clear Fork Coal Company
Crystal Fuels Company
Dehue Coal Company
Delbarton Mining Company
Demeter Land Company
Douglas Pocahontas Coal Corporation
Duchess Coal Company
Eagle Energy, Inc.
Elk Run Coal Company, Inc.
Feats Venture Capital Corp.
Goals Coal Company
Green Valley Coal Company
Hazy Ridge Coal Company
Highland Mining Company
Independence Coal Company, Inc.
Jacks Branch Coal Company
Kanawha Energy Company
Laxare, Inc.
Logan County Mine Services, Inc.
Lynn Branch Coal Company, Inc.
Marfork Coal Company, Inc.
Massey Coal Services, Inc.
New Market Land Company
New River Energy Corporation
Nicco Corporation
Nicholas Energy Company
Omar Mining Company
Peerless Eagle Coal Co.
Performance Coal Company
Power Mountain Coal Company
Rawl Sales & Processing, Co.
Robinson-Phillips Coal Company
Rum Creek Coal Sales, Inc.
Russell Fork Coal Company
Shannon-Pocahontas Coal Corporation
Shannon-Pocahontas Mining Company
Shenandoah Capital Management Corp.
Spartan Mining Company
St. Alban’s Capital Management Corp.
Stirrat Coal Company
Support Mining Company
Sycamore Fuels, Inc.
Talon Loadout Company
Thunder Mining Company
Town Creek Coal Company
Tucson Limited Liability Company
White Buck Coal Company
Williams Mountain Coal Company
Wyomac Coal Company, Inc.