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EXHIBIT 5.1
[Form of Legal Opinion]
, 1999
Anker Coal Group, Inc.
2708 Cranberry Square
Morgantown, West Virginia 26505
Re: Exchange Offer Registered on Form S-4
Ladies and Gentlemen:
We have acted as special counsel to Anker Coal Group, Inc., a
Delaware corporation (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"), with the
Securities and Exchange Commission (the "Commission") with respect to the offer
and sale of (a) up to $113,556,000 principal amount of the Company's 14.25%
Series B Second Priority Senior Secured Notes due 2007 (PIK through April 1,
2000) (the "New Notes") and (b) guarantees of the New Notes (the "Guarantees")
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, in each case to be offered pursuant to an indenture, dated as of
October 1, 1999 (the "Indenture"), by and among the Company, the Guarantors (as
defined therein) and The Bank of New York, as trustee. Up to $106,003,000
principal amount of New Notes will be issued in exchange (the "Exchange Offer")
for a like principal amount of the Company's outstanding 14.25% Series A Second
Priority Senior Secured Notes due 2007 (PIK through April 1, 2000) (the "Old
Notes"), and up to $7,553,000 principal amount of additional New Notes will be
issued in lieu of the April 1, 2000 cash interest payment on the New Notes.
In so acting, we have examined originals or copies of the (1)
the Registration Statement; (2) the Prospectus that is a part of the
Registration Statement (the "Prospectus"); (3) the Indenture; and (4) the
Registration Rights Agreement dated as of October 26, 1999 by and among the
Company, the Guarantors and the Purchasers and Exchanging Noteholders (as
defined therein).
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Anker Coal Group, Inc.
, 1999
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We have also examined original, reproduced or certified copies of
resolutions adopted by the Company's and the Guarantors' boards of directors and
such other documents, corporate records, certificates of public officials,
officers and representatives of the Company and other instruments as we have
deemed necessary or appropriate to render the opinions set forth below, and have
considered such questions of law as we have deemed necessary to enable us to
render the opinions expressed below.
In our examination of documents and records, we have assumed,
without investigation, the genuineness of all signatures, the legal capacity of
natural persons, the authenticity of all documents submitted to us as originals,
the conformity with originals of all documents submitted to us as telecopied,
certified, photostatic or reproduced copies and the authenticity of all such
documents. We have also assumed, but not independently verified, that all
documents executed by a party other than the Company or the Guarantors were duly
and validly authorized, executed and delivered by such party, that such party
has the requisite power and authority to execute, deliver and perform such
agreements and other documents, and that such agreements and other documents are
legal, valid and binding obligations of such party and enforceable against such
party in accordance with their respective terms.
This opinion is limited to the federal laws of the United States of
America, the laws of the state of New York, and the general corporation law of
the State of Delaware. In this regard, we note that many of the Guarantors are
incorporated in West Virginia and one of the Guarantors is incorporated in
Virginia. For purposes of our opinion herein, we have assumed that the laws of
West Virginia and Virginia are each identical in all relevant respects to the
general corporation law of Delaware. We express no opinion whatsoever as to the
laws or regulations of any other jurisdiction or as to laws relating to choice
of law or conflicts of law principles.
Based upon the foregoing, subject to the assumptions, limitations
and exceptions contained herein, and subject to the issuance by the Commission
of an order declaring the Registration Statement effective, we are of the
opinion that, when the New Notes and the Guarantees, in the forms filed as
exhibits to the Indenture, have been duly executed and authenticated in
accordance with the Indenture and have been duly issued and delivered in
exchange for an equal principal amount of Old Notes pursuant to the terms of the
Indenture and the Exchange Offer or in payment of the April 1, 2000 interest
payment on the New Notes, the New Notes and the Guarantees will (x) be the legal
and binding obligations of the Company and the Guarantors enforceable against
the Company and the Guarantors, as the case may be, in accordance with their
terms except as (a) the enforceability thereof may be limited by bankruptcy,
insolvency or similar laws affecting creditors' rights generally, and (b) rights
of acceleration, if applicable, and the availability of equitable remedies may
be limited by equitable principles of general applicability, as well as concepts
of materiality, reasonableness, good faith and fair dealing, and (y) be entitled
to the benefits of the Indenture.
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Anker Coal Group, Inc.
, 1999
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The information set forth herein is as of the date hereof. We assume
no obligation to advise you of changes which may hereafter be brought to our
attention. Our opinions are based on statutory and judicial decisions in effect
at the date hereof, and we do not opine with respect to any law, regulation,
rule or governmental policy or decision which may be enacted, determined or
adopted after the date hereof, nor assume any responsibility to advise you of
future changes in our opinions.
This opinion is furnished by us, as special counsel to the Company,
to you and is for your benefit in connection with the Exchange Offer. We hereby
consent to the use of this opinion as an exhibit to the Registration Statement.
We also consent to any and all references to our firm under the caption "Legal
Matters" in the Prospectus.
Very truly yours,
WILMER, CUTLER & PICKERING
By:
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Meredith B. Cross, a partner