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EXHIBIT 5.2
Charleston
July 16, 1997
Board of Directors
Energy Corporation of America
4643 South Ulster Street, Suite 1100
Denver, CO 80237
Ladies and Gentlemen:
We have acted as counsel to Energy Corporation of America, a West
Virginia corporation, (the "Company") in connection with the Company's
Registration Statement on Form S-4 (the "Registration Statement") relating to
the registration under the Securities Act of 1933, as amended, (the "Securities
Act") of the offer by the Company to exchange up to $200,000,000 aggregate
principal amount of its 9 1/2% Senior Subordinated Notes Due 2007, Series A
(the "Exchange Notes") for its existing 9 1/2% Senior Subordinated Notes Due
2007 (the "Existing Notes"). The Exchange Notes are proposed to be issued in
accordance with the provisions of the Indenture, dated as of May 23, 1997,
between the Company and The Bank of New York, as Trustee (the "Indenture").
In arriving at the opinions expressed below, we have examined the
Registration Statement, the Prospectus contained therein, the Indenture, which
is filed as an exhibit to the Registration Statement, and the originals or
copies certified or otherwise identified to our satisfaction of such other
instruments and other certificates of public officials and officers and
representatives of the Company. In such examination, we have assumed and have
not verified (i) that the signatures on all documents that we have examined are
genuine, (ii) the authenticity of all documents submitted to us as originals,
(iii) the conformity with the authentic originals of all documents submitted to
us as certified, photostatic or faxed copies, and (iv) that all documents in
respect of which forms were filed with the Securities and Exchange Commission
as exhibits to the Registration Statement will conform in all material respects
to the forms thereof that we have examined. In addition, as the basis for the
opinion hereinafter expressed, we have examined such statutes, regulations,
corporate records and documents, certificates of corporate and public officials
and other instruments as we have deemed necessary or advisable for the purpose
of this opinion.
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Based upon the foregoing, having due regard for such legal
considerations as we deem relevant and assuming the due authorization,
execution and delivery of the Exchange Notes by the Company, we are of the
opinion that the Exchange Notes, (a) when exchanged in the manner described in
the Registration Statement, (b) when duly executed, authenticated, issued and
delivered in accordance with the terms of the Indenture, (c) when the Indenture
has been duly qualified under the Trust Indenture Act of 1939, as amended, and
(d) when applicable provisions of "blue sky" laws have been complied with, will
constitute valid and legally binding obligations of the Company, entitled to
the benefits of the Indenture and enforceable against the Company in accordance
with their terms, except to the extent that such enforceability may be limited
by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and similar laws of general applicability relating to or affecting
creditors rights and by general equitable principles (whether considered in a
proceeding in equity or at law).
We are qualified to practice law in the State of West Virginia. We
express no opinion as to, and for the purposes of the opinions set forth
herein, we have conducted no investigation of, and do not purport to be experts
on, any laws other than the laws of the State of West Virginia. We hereby
consent to the use of this opinion as an exhibit to the Registration Statement
and to the use of the firm name under the heading "Legal Matters" in the
Registration Statement.
Sincerely,
Goodwin & Goodwin, LLP
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