Exhibit 5.1
June 12, 2002
CONSOL Energy Inc.
Consol Plaza
1800 Washington Road
Pittsburgh, PA 15241-1421
Re: CONSOL Energy Inc.; Registration Statement on Form S-4, Registration
No. 333-89152
Gentlemen:
We have acted as counsel to CONSOL Energy Inc., a corporation organized
under the laws of Delaware (the "Company"), in connection with the preparation
and filing of a registration statement on Form S-4 (the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities Act"),
by the Company, as issuer, and Conrhein Coal Company, a Pennsylvania
partnership, CONSOL Financial Inc., a Delaware corporation, CONSOL of Kentucky
Inc., a Delaware corporation, CONSOL Pennsylvania Coal Company, a Delaware
corporation, Consolidation Coal Company, a Delaware corporation, Consolidation
Coal Sales Company, a Delaware corporation, Eighty-Four Mining Company, a
Pennsylvania corporation, Fairmont Supply Company, a Delaware corporation, IC
Coal Inc., a Delaware corporation, Island Creek Coal Company, a Delaware
corporation, McElroy Coal Company, a Delaware corporation, and Rochester &
Pittsburgh Coal Company, a Pennsylvania corporation, as guarantors (the
"Guarantors"), relating to the proposed issuance by the Company of up to
$250,000,000 in aggregate principal amount of its 7.875% Notes Due 2012 (the
"Notes") in exchange for an equal principal amount of its 7.875% Notes due 2012
that had been issued by the Company in transactions exempt from the
registration requirements of the Securities Act.
The Notes are to be issued pursuant to an indenture, dated as of March 7,
2002, among the Company, as issuer, the Guarantors and The Bank of Nova Scotia
Trust Company of New York, as trustee (the "Trustee"), as supplemented by a
supplemental indenture, dated March 7, 2002 (the indenture, as so supplemented,
referred to herein as the "Indenture").
In rendering this opinion, we have examined and are familiar with originals
or copies, certified or otherwise identified to our satisfaction, of the
Indenture. We also have examined originals or copies, certified or otherwise
identified to our satisfaction, of such agreements, certificates of public
officials, powers of attorney, governmental orders and other documents as we
have deemed necessary or appropriate as a basis for the opinions hereinafter
expressed. In our examination, we have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such latter documents. As to any facts
material to the opinions expressed herein, we have, when such facts were not
independently established, relied upon certificates of public officials and
certificates, oaths, declarations and representations of the Company and each of
the Guarantors and of their respective officers, directors and other
representatives.
We express no opinion as to the law of any jurisdiction other than the laws
of the State of New York, the General Corporation Law of the State of Delaware
and the Commonwealth of Pennsylvania. Insofar as our opinions concern the law
of the Commonwealth of Pennsylvania, we have relied upon the opinion of Samuel
P. Skeen, Esq., Senior Counsel, CONSOL Energy Inc. which is attached hereto, and
our opinion is subject to the qualifications and assumptions set forth in such
opinion, which are incorporated herein. The opinions set forth below are based
on the laws, rules or regulations, as the case may be, in effect on the date
hereof.
Based upon and subject to the forgoing, we are of the opinion that:
1. The Notes have been duly authorized by the Company, and when executed
by the Company and authenticated by the Trustee in accordance with the terms of
the Indenture, and issued in accordance with the term of the Indenture, will be
validly issued and will constitute valid and binding obligations of the Company,
except as may be limited by bankruptcy, insolvency, fraudulent conveyance or
similar laws affecting the rights and remedies of creditors generally and
general principles of equity.
2. Each Subsidiary Guarantee (as defined in the Indenture) has been duly
and validly authorized, executed and delivered by each of the Guarantors and is
the valid and binding obligation of each of them, except as may be limited by
bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the
rights and remedies of creditors generally and general principles of equity.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to us contained under the heading
"Legal Matters" in the Prospectus which forms part of the Registration
Statement. In giving the foregoing consent to being referenced under the
heading "Legal Matters," we do not thereby admit that we belong to the category
of persons whose consent is required under Section 7 of the Securities Act, or
the rules and regulations promulgated by the Securities and Exchange Commission
thereunder.
Very truly yours,
/s/ PIPER RUDNICK LLP
June 11, 2002
Piper Rudnick LLP
1251 Avenue of the Americas
New York, New York 10020
Re: Exchange Offer of $250,000,000 of 7.875%
Notes due in 2012 by CONSOL Energy Inc.
Gentlemen:
I am Senior Counsel to CONSOL Energy Inc., a Delaware corporation (the
"Company"), and am rendering this opinion in connection with the proposed
exchange offer (the "Exchange Offer") pursuant to the Registration Statement on
From S-4 (SEC File No. 333-89152) filed under the Securities Act of 1933, as
amended (the "Act"), with the Securities and Exchange Commission on May 24, 2002
(the "Registration Statement"), by the Company to exchange $250,000,000
principal amount of its 7.875% notes dues 2012 (the "Exchange Notes"), under an
Indenture, dated March 7, 2002, by and among the Company, the Guarantor
Subsidiaries, as defined therein, and The Bank of Nova Scotia Trust Corporation
of New York, as Trustee, as modified and supplemented by Supplement No. 1,
thereto (the Indenture as so supplemented, the "Indenture").
In preparing this opinion I have examined originals or copies, certified or
otherwise identified to my satisfaction, of such of the corporate and/or
partnership records, and other instruments as I have deemed necessary or
appropriate for the purposes of rendering this opinion, including: (a) the
Certificate of Incorporation, as amended, of each of Eighty Four Mining Company,
a Pennsylvania corporation, and Rochester & Pittsburgh Coal Company, a
Pennsylvania corporation (collectively, the "Corporate Guarantors"); (b) the
Corporate Guarantors' by-laws, as amended; (c) the minutes of meetings or
written consents of the Board of Directors of the Corporate Guarantors; (d) the
written consent by the Partners of Conrhein Coal Company ("Conrhein" and
together with the Corporate Guarantors, the "Guarantors"), a Guarantor
Subsidiary; (e) the Partnership Agreement of Conrhein; (f) the Indenture; (g)
the form of securities contained in the Indenture; and (h) certificates of
officers of the Guarantors.
In connection with this opinion, I have relied upon originals or copies,
certified or otherwise identified to my satisfaction, of such documents,
certificates of public officials, corporate or partnership records and
instruments as was provided to me. In preparing this opinion I have assumed the
legal capacity of natural persons, the authenticity of all documents submitted
to me as originals and the conformity of all copies to originals. In addition,
in making my examination of documents executed by parties other than the Company
or the Guarantors, I have assumed that such other parties have the power to
enter into and perform all obligations thereunder and have also assumed the due
authorization by all requisite action and due execution and delivery by such
other parties of such documents and the validity and binding effect thereof with
respect to such parties.
I am a member of the Bar of the Commonwealth of Pennsylvania and I express
no opinion as to the laws of any other jurisdiction.
Based upon, and subject to, the foregoing and the further assumptions and
qualifications discussed below, it is my opinion that:
1. Eighty-Four Mining Company and Rochester & Pittsburgh Coal Company each
is a corporation duly incorporated under the laws of the Commonwealth
of Pennsylvania, and is validly existing and in good standing under the
laws of the Commonwealth of Pennsylvania.
2. Conrhein Coal Company is a Pennsylvania validly existing general
partnership and in good standing under the laws of the Commonwealth of
Pennsylvania.
3. The execution, delivery and issuance of the guarantees of the Exchange
Notes by the Guarantors have been duly authorized by the Guarantors and
when issued in accordance with the terms of the Indenture (including
the due authentication of the Exchange Notes by the Trustee) and the
Exchange Offer, will constitute valid and binding obligations of the
Guarantors. The Corporate Guarantors have the corporate power and
authority and Conrhein has the power and authority under its
Partnership Agreement and Pennsylvania law applicable to partnerships
to enter into and consummate the transactions contemplated by the
Indenture and the Exchange Offer.
I understand that you will rely on this opinion in providing your opinion
to be included as an exhibit to Amendment No. 1 to the Registration Statement.
I hereby consent to such reliance.
Very truly yours,
/s/ Samuel P. Skeen
cc: D. L. Fassio