Exhibit 8.1
JONES DAY
222 EAST 41st STREET o NEW YORK, NEW YORK 10017-6702
TELEPHONE: 212-326-3939 o FACSIMILE: 212-755-7306
May 10, 2005
ICG, Inc.
2000 Ashland Drive
Ashland, Kentucky 41101
Ladies and Gentlemen:
We have acted as counsel to ICG, Inc. (formerly known as International Coal
Group, Inc., a Delaware corporation ("ICG")), in connection with the proposed
merger (the "Merger") of ICG Merger Sub, Inc., a Delaware corporation ("Merger
Sub"), with and into ICG pursuant to the Business Combination Agreement (the
"Merger Agreement") dated as of March 31, 2005, and amended as of May 10, 2005,
among ICG, International Coal Group, Inc. (formerly known as ICG Holdco, Inc.),
a Delaware corporation ("Holdco"), Merger Sub, Anker Coal Group, Inc. ("Anker")
and Anker Merger Sub, Inc. Merger Sub is a direct, wholly-owned subsidiary of
New ICG, LLC, a Delaware limited liability company that is wholly owned by
Holdco and whose existence separate from Holdco is disregarded for U.S. federal
income tax purposes. The Merger, the proposed merger of Anker and Anker Merger
Sub, Inc. (the "Anker Merger"), the proposed contribution of stock and
membership interests constituting direct or indirect ownership interests in
CoalQuest Development, LLC ("CoalQuest") to Holdco (the "CoalQuest Acquisition")
and the proposed initial public offering of Holdco stock (the "IPO" and,
collectively with the Merger, the Anker Merger and the CoalQuest Acquisition,
the "Transactions"), are described in the Registration Statement (the
"Registration Statement") on Form S-1 filed with the Securities and Exchange
Commission on April 28, 2005.
You have requested our opinion concerning certain U.S. federal income tax
consequences of the Merger. For purposes of our opinion, we have reviewed the
Merger Agreement, the Registration Statement, and such other documents and
corporate records, and have considered such matters of law, as we have deemed
necessary or appropriate. In addition, we have assumed that (1) the Merger will
be consummated in accordance with the terms of the Merger Agreement without
waiver of any provision thereof, except as specifically described in the
representation letters provided to us by ICG and Holdco, (2) the Merger and all
related transactions will be consummated in the manner contemplated by the
Registration Statement; (3) the factual statements, representations, and
covenants set forth in the Merger Agreement and the Registration Statement,
including all annexes and exhibits thereto, are true, correct and complete and
have been complied with (except as specifically described in the representation
letters provided to us by ICG and Holdco); and (4) the factual statements and
representations contained in certificates of the officers of ICG, Holdco, Anker,
CoalQuest and certain other parties dated the date hereof and delivered to us
for purposes of our opinion, are true, correct and complete as of the date
hereof, and will continue to be true, correct and complete at the time of each
and every one of the Transactions. You have advised us that if there are any
inconsistencies as of the
ICG, Inc. JONES DAY
May 10, 2005
Page 2
date hereof between the descriptions of the Transactions and statements of fact
in the Merger Agreements and those in the Registration Statement, we should
assume that the statements in the Merger Agreements are correct and that, if the
IPO occurs, any such inconsistencies in the Registration Statement will be
corrected before the Registration Statement is declared effective. If any of the
foregoing assumptions is untrue for any reason or if the Merger is consummated
in a manner that is inconsistent with the manner in which it is presently
described in the Merger Agreement or the Registration Statement, our opinion as
expressed below may be adversely affected and may not be relied upon.
Our opinion is based on the Internal Revenue Code of 1986, as amended (the
"Code"), Treasury Regulations issued thereunder, Internal Revenue Service
pronouncements, and judicial decisions, all as in effect on the date hereof, and
all of which are subject to change or differing interpretation at any time. You
should note that future legislative, judicial or administrative actions,
decisions, or interpretations, which may be retroactive in effect, could
materially affect our opinion.
Based on and subject to the foregoing, it is our opinion that, for U.S.
federal income tax purposes:
(1) the Merger will constitute (i) together with the Anker Merger, the
CoalQuest Acquisition, and the IPO (if it occurs), transfers of property to
Holdco by the ICG shareholders (among others) as transferors, as described in
section 351(a) of the Code, or (ii) a "reorganization" described in section
368(a)(1) of the Code, to which ICG and Holdco are parties within the meaning of
section 368(b) of the Code; and
(2) the ICG shareholders, other than shareholders that may be subject to
special rules, will not recognize gain or loss on the exchange of ICG common
stock solely for shares of Holdco common stock pursuant to the Merger.
We express no opinion on any issue relating to the U.S. federal income tax
consequences of the Merger other than as set forth above. An opinion of counsel
is not binding on the Internal Revenue Service or the courts, and there can be
no assurance that the Internal Revenue Service or a court will not take a
position contrary to our opinion.
We undertake no responsibility to advise you of any subsequent change in
any applicable law or authority or interpretation thereof.
This opinion is being furnished to you solely for your benefit in
connection with the Merger and may not be relied upon by any other person in any
manner or for any purpose.
Very truly yours,
/s/ Jones Day