Exhibit 5
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[The Pittston Company Letterhead]
September 27, 2001
The Pittston Company
1801 Bayberry Court
P. O. Box 18100
Richmond, VA 23226-8100
Registration Statements on Form S-8
The Savings-Investment Plan of The Pittston Company and Its Subsidiaries,
The Pittston Company 1988 Stock Option Plan,
Key Employees' Deferred Compensation Program of The Pittston Company,
1994 Employee Stock Purchase Plan of The Pittston Company and
The Pittston Company Non-Employee Directors' Stock Option Plan
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Ladies and Gentlemen:
As General Counsel of The Pittston Company (the "Company"), I have acted as
counsel to the Company in connection with Post-Effective Amendment No. 1 to the
Registration Statement on Form S-8 for The Savings-Investment Plan of The
Pittston Company and Its Subsidiaries (the "Savings-Investment Plan"), Post-
Effective Amendment No. 2 to the Registration Statement on Form S-8 for The
Pittston Company 1988 Stock Option Plan (the "Stock Option Plan"), Post-
Effective Amendment No. 1 to the Registration Statement on Form S-8 for the Key
Employees' Deferred Compensation Program of The Pittston Company (the "Deferred
Compensation Program") and the 1994 Employee Stock Purchase Plan of The Pittston
Company (the "1994 Stock Purchase Plan") and the Registration Statement on Form
S-8 for The Pittston Company Non-Employee Directors' Stock Option Plan (the
"Directors' Plan"), (collectively, the "Registration Statements"), being filed
under the Securities Act of 1933, as amended (the "Act"), on or about the date
of this letter to register (i) 249,179 additional shares of Pittston Brink's
Group Common Stock, par value $1.00 per share, including associated Rights
("Common Stock"), which may be issued from time to time pursuant to the Savings-
Investment Plan, (ii) 2,377,084 additional shares of Common Stock which may be
issued from time to time pursuant to the Stock Option Plan, (iii) 186,155
additional shares of Common Stock which may be issued from time to time pursuant
to the Deferred Compensation Program, (iv) 234,905 additional shares of Common
Stock which may be issued from time to time pursuant to the 1994 Stock Purchase
Plan and (v) 294,403 additional shares of Common Stock which may be issued from
time to time pursuant to the Directors' Plan.
I am familiar with the Registration Statements and the Exhibits thereto.
I, or attorneys under my supervision, have also examined originals or copies,
certified or otherwise, of such other documents, evidence of corporate action
and instruments, as I have deemed necessary or
advisable for the purpose of rendering this opinion. As to questions of fact
relevant to this opinion, I have relied upon certificates or written statements
from officers and other appropriate representatives of the Company and its
subsidiaries or public officials. In all such examinations I have assumed the
genuineness of all signatures, the authority to sign and the authenticity of all
documents submitted to me as originals. I have also assumed the conformity to
the original of all documents submitted to me as copies.
Based upon the subject to the foregoing, I am of the opinion that:
1. The Company is a corporation duly incorporated, validly existing and
in good standing under the laws of the Commonwealth of Virginia.
2. The shares of Common Stock have been duly authorized and, when
offered and sold as described in the Registration Statements, will be legally
issued, fully paid and nonassessable.
I hereby consent to the use of my name in the Registration Statements and
to the filing, as an exhibit to the Registration Statements, of this opinion.
In giving this consent, I do not hereby admit that I am in the category of
persons whose consent is required under Section 7 of the Act, or the rules and
regulations of the Securities and Exchange Commission.
Very truly yours,
/s/ Austin F. Reed
Austin F. Reed
Vice President, General Counsel
and Secretary