Exhibit 5.1

                                   JONES DAY

               222 EAST 41ST STREET  .  NEW YORK, NEW YORK 10017
            TELEPHONE: (212) 326-3939  .  FACSIMILE: (212) 755-7306




                               September 28, 2005

International Coal Group, Inc.
2000 Ashland Drive
Ashland, Kentucky  41101


                 Re:    106,605,999 Shares of Common Stock
                        of International Coal Group, Inc.

Ladies and Gentlemen:

      We are acting as counsel for International Coal Group, Inc., a Delaware
corporation (the "Company"), in connection with the issuance and exchange of
106,605,999 shares of common stock of the Company, $0.01 par value per share
(the "Exchange Shares"), pursuant to a corporate reorganization in which
106,605,999 shares of common stock of ICG, Inc. will be exchanged for the
Exchange Shares.

      In rendering this opinion, we have examined such documents and records,
including an examination of originals or copies certified or otherwise
identified to our satisfaction, and matters of law as we have deemed necessary.
Based upon the foregoing and subject to the qualifications and limitations
stated herein, we are of the opinion that the issuance and sale of the Exchange
Shares, when issued and delivered in exchange for the shares of ICG, Inc., will
be validly issued, fully paid and nonassessable.

      Our examination of matters of law in connection with the opinions
expressed herein has been limited to, and accordingly our opinions herein are
limited to, the General Corporation Law of the State of Delaware, including the
applicable provisions of the Delaware Constitution and the reported judicial
decisions interpreting such law. We express no opinion with respect to any other
law of the State of Delaware or any other jurisdiction.

      We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement No. 333-126156 on Form S-4 (the "Registration Statement")
filed by the Company to effect registration of the offer and sale of the Shares
under the Securities Act of 1933 (the "Act") and to the reference to us under
the caption "Validity of the shares" in the prospectus constituting a part of
such Registration Statement. In giving such consent, we do not thereby admit
that we are included 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 promulgated thereunder.




September 28, 2005
Page 2





                                      Very truly yours,



                                      /s/ Jones Day