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Exhibit 8.1
WILMER, CUTLER & PICKERING
2445 M ST., N.W.
WASHINGTON, D.C. 20037
February 4, 2000
Anker Coal Group, Inc.
2708 Cranberry Square
Morgantown, West Virginia 26508
Dear Ladies and Gentlemen:
We have acted as special counsel to Anker Coal Group, Inc. (the
"Company") in connection with the preparation and filing with the Securities and
Exchange Commission (the "Commission") of the Prospectus and all amendments
thereto (as amended, the "Prospectus") included in the Registration Statement
on Form S-4 (the "Registration Statement") under the Securities Act of 1933, as
amended (the "Securities Act"), for the registration of (i) the Company's
14.25% Series B Second Priority Senior Secured Notes due 2007 (PIK through
April 1, 2000) (the "New Notes") which are to be offered in exchange for all
the Company's outstanding 14.25% Series A Second Priority Senior Secured Notes
due 2007 (PIK through April 1, 2000) (the "Old Notes"); (ii) the additional New
Notes to be issued by the Company in lieu of the cash interest payment on the
New Notes due on April 1, 2000; and (iii) the guarantees of the New Notes by
the Company's existing and future wholly-owned subsidiaries, other than those
subsidiaries that are inconsequential to the Company's business and financial
condition. All capitalized terms not otherwise defined herein shall have the
same meaning ascribed to such terms in the Prospectus.
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Anker Coal Group, Inc.
February 4, 2000
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We have examined copies of the following documents: (1) the Prospectus;
(2) the Registration Statement; and (3) such other documents as we have deemed
relevant for purposes of the opinion set forth herein.
In our examination of such documents, we have assumed, without
independent inquiry, the genuineness of all signatures, the proper execution of
all documents, the authenticity of all documents submitted to us as originals,
the conformity to originals of all documents submitted to us as copies, the
authenticity of the originals of any such copies, and the legal capacity of all
natural persons.
Based on and subject to the foregoing, we hereby confirm that the
discussion set forth in the Prospectus under the heading "Material United States
Federal Income Tax Consequences" is our opinion on the material United States
federal income tax consequences of the purchase, ownership, and disposition of
the New Notes and the exchange of Old Notes for New Notes.
This opinion is based on relevant provisions of the Internal Revenue
Code of 1986, as amended, the Treasury Regulations issued thereunder, court
decisions, and administrative determinations as currently in effect, all of
which are subject to change, prospectively or retroactively, at any time. We
undertake no obligation to update or supplement this opinion to reflect any
changes in laws that may occur after the date hereof.
This opinion has been prepared for your use in connection with the
filing of the Prospectus and should not be quoted in whole or in part or
otherwise be referred to, nor otherwise be filed with or furnished to any
governmental agency or other person or entity, without our express prior written
consent.
We hereby consent to the filing of this opinion as an exhibit to the
Prospectus as filed with the Commission and to the use of our name therein.
Very truly yours,
WILMER, CUTLER & PICKERING
By: /s/ Erik H. Corwin
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Erik H. Corwin
A Partner