EXHIBIT 5.1
[Robert G. Jones letterhead]
July __, 2003
Arch Western Finance, LLC
One CityPlace Drive, Suite 300
St. Louis, MO 63141
Ladies and Gentlemen:
I am the Vice President-Law and General Counsel of Arch Coal, Inc., a
Delaware corporation ("Arch Coal"), and have acted as counsel to Arch Western
Finance, LLC, a Delaware limited liability company (the "Company"), Arch Western
Resources, LLC, a Delaware limited liability company ("Arch Western"), Arch of
Wyoming, LLC, a Delaware limited liability company ("Arch of Wyoming"), Mountain
Coal Company, L.L.C., a Delaware limited liability company ("Mountain Coal") and
Thunder Basin Coal Company, L.L.C., a Delaware limited liability company
("Thunder Basin" and with Arch Western, Arch of Wyoming and Mountain Coal
collectively, the "Guarantors") in connection with the Registration Statement of
Form S-4 (the "Registration Statement") filed by the Company and the Guarantors
with the Securities and Exchange Commission (the "SEC") under the Securities Act
of 1933, as amended, relating to the issuance by the Company of $700,000,000
aggregate principal amount of its 6 3/4 Senior Notes due 2013 (the "Exchange
Notes") and the issuance by the Guarantors of guarantees (the "Guarantees"),
with respect to the Exchange Notes. The Exchange Notes will be offered by the
Company in exchange for $700,000,000 aggregate principal amount of its
outstanding 6 3/4% Senior Notes due 2013. The Exchange Notes and the GuaranteeS
will be issued under an indenture dated as of June 25, 2003 (the "Indenture")
among the Company, the Guarantors and The Bank of New York, as trustee.
In connection with rendering the opinions set forth below, I have
examined the Registration Statement, the Prospectus contained therein, the
Indenture, which has been filed with the SEC as exhibit to the Registration
Statement, the respective constituent documents of the Company and the
Guarantors and resolutions adopted by the respective managing members of the
Company and the Guarantors, and I have made such other investigation as I have
deemed appropriate. As to questions of fact material to this opinion letter, I
have examined and relied upon certificates of public officials. I have not
independently established any of the facts so relied on.
For purposes of this opinion letter, I have made the assumptions that
are customary in opinion letters of this kind, including the assumptions that
each document submitted to me is accurate and complete, that each such document
that is an original is authentic, that each such document that is a copy
conforms to an authentic original and that all signatures (other than signatures
on behalf of the Company, the Guarantors or Arch Coal) on each such document are
genuine. I further have assumed the legal capacity of natural persons, and I
have assumed that each party to the documents I have examined or relied on
(other than the Company, the
Arch Western Finance, LLC
July__, 2003
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Guarantors or Arch Coal) has the legal capacity or authority and has satisfied
all legal requirements that are applicable to that party to the extent necessary
to make such documents enforceable against that party. I have not verified any
of those assumptions.
The opinions expressed in this opinion letter are limited to the laws
of the State of Missouri (excluding its conflict of laws rules) and the Limited
Liability Company Act of the State of Delaware. I am not opining on, and I
assume no responsibility for, the applicability to or effect on any of the
matters covered herein of any other laws, the laws of any other jurisdiction or
the local laws of any jurisdiction.
Based on the foregoing, and subject to the foregoing and the additional
qualifications and other matters set forth below, it is my opinion that:
1. When the Exchange Notes have been duly executed,
authenticated, issued and delivered in accordance with the provisions of the
Indenture upon the exchange, the Exchange Notes will constitute valid and
legally binding obligations of the Company enforceable against the Company in
accordance with their terms.
2. When (a) the Exchange Notes have been duly executed,
authenticated, issued and delivered in accordance with the provisions of the
Indenture upon the exchange and (b) the Guarantees have been duly endorsed on
the Exchange Notes, the Guarantees will constitute valid and legally binding
obligations of the Guarantors enforceable against the Guarantors in accordance
with their terms.
My opinions set forth above are subject to the effects of (i)
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and
other similar laws relating to or affecting creditors' rights generally; (ii)
general equitable principles (whether considered in a proceeding in equity or at
law) and (iii) an implied covenant of good faith and fair dealing.
I am furnishing this opinion letter to you solely in connection with
the Registration Statement filed by the Company and the Guarantors with the SEC
under the Securities Act of 1933, as amended, relating to the issuance by the
Company of the Exchange Notes and the issuance by the Guarantors of the
Guarantees. You may not rely on this opinion letter in any other connection, and
it may not be furnished to or relied upon by any other person for any purpose,
without my specific prior written consent. This opinion is as of the date
hereof, and I have not undertaken to supplement this opinion with respect to
factual matters or changes in law which may hereafter occur.
I hereby consent to the filing of this opinion letter as
Exhibit 5 to the Registration Statement and to the use of my name under the
caption "Legal Matters" in the Prospectus included in the Registration
Statement.
Yours truly,
Arch Western Finance, LLC
July__, 2003
Page 3
/s/ ROBERT G. JONES
Robert G. Jones
Vice President-Law and General Counsel