EX-5.1 2 d86680dex51.htm EX-5.1 EX-5.1

Exhibit 5.1

December 14, 2015

Peabody Energy Corporation

701 Market Street

St. Louis, Missouri 63101

Ladies and Gentlemen:

We have acted as counsel to Peabody Energy Corporation, a Delaware corporation (the “Company”), and to the guarantors listed on Schedule I hereto (individually, a “Guarantor” and collectively, the “Guarantors”), in connection with the Registration Statement on Form S-3 (the “Registration Statement”) filed by the Company and the Guarantors with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to (i) shares of common stock of the Company, par value $0.01 per share (the “Common Stock”); (ii) warrants to purchase Common Stock (the “Common Stock Warrants”); (iii) shares of preferred stock of the Company, par value $0.01 per share (the “Preferred Stock”); (iv) warrants to purchase Preferred Stock (the “Preferred Stock Warrants”); (v) debt securities, which may be either senior (“Senior Debt Securities”) or subordinated (the “Subordinated Debt Securities”) (collectively, the “Debt Securities”); (vi) warrants to purchase Debt Securities (the “Debt Security Warrants”); (vii) guarantees of the Guarantors to be issued in connection with the Debt Securities (the “Guarantees”); (viii) units of the Company, consisting of any combination of two or more of the securities being registered pursuant to the Registration Statement (the “Units”); and (ix) Common Stock, Preferred Stock, Debt Securities and Guarantees that may be issued upon exercise of Securities Warrants (as defined below). The Common Stock, the Preferred Stock, the Debt Securities, the Guarantees, the Securities Warrants and the Units are hereinafter referred to collectively as the “Securities.” The Securities may be issued and sold or


delivered from time to time as set forth in the Registration Statement, any amendment thereto, the prospectus contained therein (the “Prospectus”) and supplements to the Prospectus pursuant to Rule 415 under the Securities Act for an aggregate initial offering price not to exceed $1,000,000,000.

The Senior Debt Securities and the Guarantees thereof will be issued under an Indenture (the “Senior Indenture”) dated as of March 19, 2004 between the Company and U.S. Bank National Association, as Trustee (the “Senior Trustee”). The Subordinated Debt Securities and the Guarantees thereof will be issued under an Indenture (the “Subordinated Indenture”) dated as of December 20, 2006 between the Company and U.S. Bank National Association, as Trustee (the “Subordinated Trustee”). The Senior Indenture and the Subordinated Indenture are hereinafter referred to collectively as the “Indentures.”

The Common Stock Warrants, the Preferred Stock Warrants and the Debt Security Warrants are hereinafter referred to collectively as the “Securities Warrants.” The Senior Debt Security Warrants will be issued under a Senior Debt Security Warrant Agreement (the “Senior Debt Security Warrant Agreement”) among the Company, the Guarantors, as applicable, and a debt security warrant agent to be named therein and the Senior Trustee. The Subordinated Debt Security Warrants will be issued under a Subordinated Debt Security Warrant Agreement (the “Subordinated Debt Security Warrant Agreement”) among the Company, the Guarantors, as applicable, and a debt security warrant agent to be named therein and the Subordinated Trustee. The Preferred Stock Warrants will be issued under a Preferred Stock Warrant Agreement (the “Preferred Stock Warrant Agreement”) between the Company and a preferred stock warrant agent to be named therein. The Common Stock Warrants will be issued under a Common Stock Warrant Agreement (the “Common Stock Warrant Agreement”) between the Company and a common stock warrant agent to be named therein. The Senior Debt Security Warrant Agreement, the

 

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Subordinated Debt Security Warrant Agreement, the Preferred Stock Warrant Agreement and the Common Stock Warrant Agreement, are hereinafter referred to collectively as the “Warrant Agreements.”

The Units will be issued pursuant to a unit agreement (the “Unit Agreement”) among the Company, the Guarantors, as applicable, and a unit agent to be named therein (the “Unit Agent”). The Indentures, the Warrant Agreements and the Unit Agreement are hereinafter collectively referred to as the “Securities Agreements.”

We have examined the Registration Statement, a form of the share certificate and the Indentures, which have been filed with the Commission as exhibits to the Registration Statement. We also have examined the originals, or duplicates or certified or conformed copies, of such records, agreements, documents and other instruments and have made such other investigations as we have deemed relevant and necessary in connection with the opinions hereinafter set forth. As to questions of fact material to this opinion, we have relied upon certificates or comparable documents of public officials and of officers and representatives of the Company and the Guarantors.

In rendering the opinions set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies, and the authenticity of the originals of such latter documents. We also have assumed that: (1) the Senior Indenture is the valid and legally binding obligation of the Senior Trustee; (2) the Subordinated Indenture is the valid and legally binding obligation of the Subordinated Trustee; and (3) at the time of execution, countersignature, issuance and delivery of any Securities Warrants or Units, as applicable, the related Securities Agreement will have been duly authorized, executed and delivered by the Company and the Guarantors, as applicable, and will be the valid and legally binding obligation of all parties thereto other than the Company and the Guarantors, as applicable.

 

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Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that:

1. With respect to the Common Stock, assuming (a) the taking by the Board of Directors of the Company of all necessary corporate action to authorize and approve the issuance of the Common Stock and (b) due issuance and delivery of the Common Stock, upon payment therefor in accordance with the applicable definitive underwriting agreement approved by the Board of Directors of the Company, the Common Stock will be validly issued, fully paid and nonassessable.

2. With respect to the Preferred Stock, assuming (a) the taking by the Board of Directors of the Company of all necessary corporate action to authorize and approve the issuance of the Preferred Stock, (b) due filing of the Certificate of Designations with the Secretary of State of the State of Delaware in accordance with the Company’s third amended and restated certificate of incorporation, as amended, and the Delaware General Corporation Law and (c) due issuance and delivery of the Preferred Stock, upon payment therefor in accordance with the applicable definitive underwriting agreement approved by the Board of Directors of the Company, the Preferred Stock will be validly issued, fully paid and nonassessable.

3. With respect to the Debt Securities, assuming (a) the taking of all necessary corporate action to approve the issuance and terms of any Debt Securities, the terms of the offering thereof and related matters by the Board of Directors of the Company, a duly constituted and acting committee of such Board (such Board of Directors or committee being referred to herein as the “Board”) or duly authorized officers of the Company (“Authorized Officers”) and (b) the due execution, authentication, issuance and delivery of such Debt Securities, upon payment of the consideration therefor provided for in the applicable definitive purchase, underwriting or similar agreement approved by the Board and otherwise in accordance with the provisions of the applicable Indenture and such agreement, such Debt Securities will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms.

4. With respect to the Guarantees, assuming (a) the taking of all necessary corporate action to approve the issuance and terms of the Guarantees and related matters by the Board of Directors of each Guarantor (or in the case of a Guarantor that is a limited liability company, the Board of Directors of the member(s)), a duly constituted and acting committee of such Board or duly authorized officers of each Guarantor, (b) the due execution, authentication, issuance and delivery of the Debt Securities underlying such Guarantees, upon payment of the consideration therefor provided for in the applicable definitive purchase, underwriting or similar agreement approved by the Board and otherwise in accordance with the provisions of the applicable Indenture and such agreement and (c) the due issuance of such Guarantees, such Guarantees will constitute valid and legally binding obligations of the Guarantors enforceable against the Guarantors in accordance with their terms.

 

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5. With respect to the Securities Warrants, assuming (a) the taking of all necessary corporate action by the Board or, in the case of Debt Security Warrants, Authorized Officers to approve the execution and delivery of an appropriate Warrant Agreement and (b) the due execution, countersignature, issuance and delivery of such Securities Warrants, upon payment of the consideration for such Securities Warrants provided for in the applicable definitive purchase, underwriting or similar agreement approved by the Board and otherwise in accordance with the provisions of the applicable Warrant Agreement and such agreement, such Securities Warrants will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms.

6. With respect to the Units, assuming (a) the taking of all necessary corporate action by the Board to authorize and approve (1) the issuance and terms of the Units, (2) the execution and delivery of an appropriate Unit Agreement and each of the Securities Agreements with respect to the Securities that are a component of the Units and (3) the issuance of the Securities that are components of the Units and (b) the due execution, authentication, issuance and delivery, as applicable, of (1) the Units and (2) the issuance of the Securities that are components of the Units, in each case upon the payment of the consideration therefor provided for in the applicable definitive purchase, underwriting or similar agreement approved by the Board and in accordance with the provisions of the Unit Agreement and the applicable Securities Agreements, such Units will constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms.

Our opinions set forth in paragraphs 3 through 6 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.

Insofar as the opinions expressed herein relate to or are dependent upon matters governed by the law of the State of Indiana or the law of the State of Illinois, we have relied upon the opinion of Jackson Kelly PLLC and the opinion of Thompson Coburn LLP respectively, each dated the date hereof, and our opinions rendered in reliance upon such opinions are subject to the assumptions, qualifications, limitations and exceptions set forth therein.

We do not express any opinion herein concerning any law other than the law of the State of New York, the Delaware General Corporation Law, the Delaware Limited Liability Company Act and, to the extent set forth herein, the law of the State of Indiana and the law of the State of Illinois.

 

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We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the use of our name under the caption “Legal Matters” in the Prospectus included in the Registration Statement.

Very truly yours,

/s/ SIMPSON THACHER & BARTLETT LLP

SIMPSON THACHER & BARTLETT LLP

 

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Schedule 1

 

Name of Subsidiary

  

Jurisdiction of Formation

American Land Development, LLC

   Delaware

American Land Holdings of Colorado, LLC

   Delaware

American Land Holdings of Illinois, LLC

   Delaware

American Land Holdings of Indiana, LLC

   Delaware

American Land Holdings of Kentucky, LLC

   Delaware

American Land Holdings of New Mexico, LLC

   Delaware

American Land Holdings of West Virginia, LLC

   Delaware

Arid Operations Inc.

   Delaware

Big Ridge, Inc.

   Illinois

Big Sky Coal Company

   Delaware

Black Hills Mining Company, LLC

   Illinois

BTU Western Resources, Inc.

   Delaware

Caballo Grande, LLC

   Delaware

Caseyville Dock Company, LLC

   Delaware

Central States Coal Reserves of Illinois, LLC

   Delaware

Central States Coal Reserves of Indiana, LLC

   Delaware

Century Mineral Resources, Inc.

   Illinois

Coal Reserve Holding Limited Liability Company No. 1

   Delaware

COALSALES II, LLC

   Delaware

Colorado Yampa Coal Company

   Delaware

Conservancy Resources, LLC

   Delaware

Cottonwood Land Company

   Delaware

Cyprus Creek Land Company

   Delaware

Cyprus Creek Land Resources, LLC

   Delaware

Dyson Creek Coal Company, LLC

   Delaware

Dyson Creek Mining Company, LLC

   Delaware

El Segundo Coal Company, LLC

   Delaware

Empire Land Holdings, LLC

   Delaware

Falcon Coal Company, LLC

   Indiana

Four Star Holdings, LLC

   Delaware

Francisco Equipment Company, LLC

   Delaware

Francisco Land Holdings Company, LLC

   Delaware

Francisco Mining, LLC

   Delaware

Gallo Finance Company

   Delaware

Gold Fields Chile, LLC

   Delaware

Gold Fields Mining, LLC

   Delaware

Gold Fields Ortiz, LLC

   Delaware

Hayden Gulch Terminal, LLC

   Delaware

Highwall Mining Services Company

   Delaware

Hillside Recreational Lands, LLC

   Delaware

HMC Mining, LLC

   Delaware

Illinois Land Holdings, LLC

   Illinois

Independence Material Handling, LLC

   Delaware

James River Coal Terminal, LLC

   Delaware


Name of Subsidiary

  

Jurisdiction of Formation

Juniper Coal Company

   Delaware

Kayenta Mobile Home Park, Inc.

   Delaware

Kentucky Syngas, LLC

   Delaware

Lively Grove Energy, LLC

   Delaware

Lively Grove Energy Partners, LLC

   Delaware

Marigold Electricity, LLC

   Delaware

Midco Supply and Equipment Corporation

   Illinois

Midwest Coal Acquisition Corp.

   Delaware

Midwest Coal Reserves of Illinois, LLC

   Delaware

Midwest Coal Reserves of Indiana, LLC

   Delaware

Moffat County Mining, LLC

   Delaware

Mustang Energy Company, LLC

   Delaware

New Mexico Coal Resources, LLC

   Delaware

NM Equipment Company, LLC

   Delaware

Pacific Export Resources, LLC

   Delaware

Peabody America, Inc.

   Delaware

Peabody Archveyor, L.L.C.

   Delaware

Peabody Arclar Mining, LLC

   Indiana

Peabody Bear Run Mining, LLC

   Delaware

Peabody Bear Run Services, LLC

   Delaware

Peabody Caballo Mining, LLC

   Delaware

Peabody Cardinal Gasification, LLC

   Delaware

Peabody COALSALES, LLC

   Delaware

Peabody COALTRADE, LLC

   Delaware

Peabody COALTRADE International (CTI), LLC

   Delaware

Peabody Colorado Operations, LLC

   Delaware

Peabody Colorado Services, LLC

   Delaware

Peabody Coulterville Mining, LLC

   Delaware

Peabody Development Company, LLC

   Delaware

Peabody Electricity, LLC

   Delaware

Peabody Employment Services, LLC

   Delaware

Peabody Energy Generation Holding Company

   Delaware

Peabody Energy Investments, Inc.

   Delaware

Peabody Energy Solutions, Inc.

   Delaware

Peabody Gateway North Mining, LLC

   Delaware

Peabody Gateway Services, LLC

   Delaware

Peabody Holding Company, LLC

   Delaware

Peabody Illinois Services, LLC

   Delaware

Peabody Indiana Services, LLC

   Delaware

Peabody International Investments, Inc.

   Delaware

Peabody International Services, Inc.

   Delaware

Peabody Investments Corp.

   Delaware

Peabody Magnolia Grove Holdings, LLC

   Delaware

Peabody Midwest Management Services, LLC

   Delaware

Peabody Midwest Mining, LLC

   Indiana

Peabody Midwest Operations, LLC

   Delaware

Peabody Midwest Services, LLC

   Delaware

Peabody Natural Gas, LLC

   Delaware

Peabody Natural Resources Company

   Delaware

Peabody New Mexico Services, LLC

   Delaware


Name of Subsidiary

  

Jurisdiction of Formation

Peabody Operations Holding, LLC

   Delaware

Peabody Powder River Mining, LLC

   Delaware

Peabody Powder River Operations, LLC

   Delaware

Peabody Powder River Services, LLC

   Delaware

Peabody PowerTree Investments, LLC

   Delaware

Peabody Recreational Lands, L.L.C.

   Delaware

Peabody Rocky Mountain Management Services, LLC

   Delaware

Peabody Rocky Mountain Services, LLC

   Delaware

Peabody Sage Creek Mining, LLC

   Delaware

Peabody School Creek Mining, LLC

   Delaware

Peabody Services Holdings, LLC

   Delaware

Peabody Southwest, LLC

   Delaware

Peabody Southwestern Coal Company

   Delaware

Peabody Terminal Holding Company, LLC

   Delaware

Peabody Terminals, LLC

   Delaware

Peabody Trout Creek Reservoir LLC

   Delaware

Peabody Twentymile Mining, LLC

   Delaware

Peabody Venezuela Coal Corp.

   Delaware

Peabody Venture Fund, LLC

   Delaware

Peabody-Waterside Development, L.L.C.

   Delaware

Peabody Western Coal Company

   Delaware

Peabody Wild Boar Mining, LLC

   Delaware

Peabody Wild Boar Services, LLC

   Delaware

Peabody Williams Fork Mining, LLC

   Delaware

Peabody Wyoming Gas, LLC

   Delaware

Peabody Wyoming Services, LLC

   Delaware

PEC Equipment Company, LLC

   Delaware

Point Pleasant Dock Company, LLC

   Delaware

Pond River Land Company

   Delaware

Porcupine Production, LLC

   Delaware

Porcupine Transportation, LLC

   Delaware

Riverview Terminal Company

   Delaware

Sage Creek Holdings, LLC

   Delaware

Sage Creek Land & Reserves, LLC

   Delaware

School Creek Coal Resources, LLC

   Delaware

Seneca Coal Company, LLC

   Delaware

Seneca Property, LLC

   Delaware

Shoshone Coal Corporation

   Delaware

Southwest Coal Holdings, LLC

   Delaware

Star Lake Energy Company, L.L.C.

   Delaware

Sugar Camp Properties, LLC

   Indiana

Thoroughbred Generating Company, LLC

   Delaware

Thoroughbred Mining Company, L.L.C.

   Delaware

Twentymile Coal, LLC

   Delaware

Twentymile Equipment Company, LLC

   Delaware

Twentymile Holdings, LLC

   Delaware

West Roundup Resources, LLC

   Delaware

Wild Boar Equipment Company, LLC

   Delaware

Wild Boar Land Holdings Company, LLC

   Delaware