EX-5.1 32 a2216270zex-5_1.htm EX-5.1

Exhibit 5.1

 

August 22, 2013

 

Walter Energy, Inc.

3000 Riverchase Galleria, Suite 1700

Birmingham, Alabama 35244

 

Ladies and Gentlemen:

 

We have acted as counsel to Walter Energy, Inc., a Delaware corporation (the “Company”), and to the guarantors listed on Schedule I hereto (the “Guarantors”) in connection with the Registration Statement on Form S-4 (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, relating to the issuance by the Company of $500,000,000 aggregate principal amount of 9.875% Senior Notes due 2020 (the “2020 Exchange Securities”) and $450,000,000 aggregate principal amount of 8.500% Senior Notes due 2021 (the “2021 Exchange Securities” and, together with the 2020 Exchange Securities, the “Exchange Securities”) and the issuance by the Guarantors of guarantees (the “2020 Exchange Securities Guarantees”) with respect to the 2020 Exchange Securities and the issuance by the Guarantors of guarantees (the “2021 Exchange Securities Guarantees”) with respect to the 2021 Exchange Securities. The 2020 Exchange Securities and the 2020 Exchange Guarantees will be issued under an indenture dated as of November 21, 2012 (the “2020 Notes Indenture”) among the Company, the Guarantors and Union Bank, N.A., as trustee (the “Trustee”). The 2021 Exchange Securities and the 2021 Exchange Guarantees will be issued under an indenture dated as of March 27, 2013 (the “2021 Notes Indenture”) among the Company, the Guarantors and the Trustee. The 2020 Exchange Securities will be offered by the Company in exchange for $500,000,000 aggregate principal amount of 9.875% Senior Notes due 2020 and the 2021 Exchange Securities will be offered by the Company in exchange for $450,000,000 aggregate principal amount of 8.500% Senior Notes due 2021.

 

We have examined the Registration Statement, the 2020 Notes Indenture (including the form of Exchange Security set forth therein), which has been filed with the Commission as an exhibit to the Registration Statement and the 2021 Notes Indenture (including the form of Exchange Security set forth therein), which has been filed with the Commission as an exhibit 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 each of the 2020 Notes Indenture and the 2021 Notes Indenture is the valid and legally binding obligation of the Trustee.

 

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

 

1. When the 2020 Exchange Securities have been duly executed, authenticated, issued and delivered in accordance with the provisions of the 2020 Notes Indenture upon the exchange, the 2020 Exchange Securities will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms.

 

2. When the 2021 Exchange Securities have been duly executed, authenticated, issued and delivered in accordance with the provisions of the 2021 Notes Indenture upon the exchange, the 2021 Exchange Securities will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms.

 

3. When (a) the 2020 Exchange Securities have been duly executed, authenticated, issued and delivered in accordance with the provisions of the 2020 Notes Indenture upon the exchange and (b) the 2020 Exchange Guarantees have been duly issued, the 2020 Exchange Guarantees will constitute valid and legally binding obligations of the Guarantors enforceable against the Guarantors in accordance with their terms.

 

4. When (a) the 2021 Exchange Securities have been duly executed, authenticated, issued and delivered in accordance with the provisions of the 2021 Notes Indenture upon the exchange and (b) the 2021 Exchange Guarantees have been duly issued, the 2021 Exchange Guarantees will constitute valid and legally binding obligations of the Guarantors enforceable against the Guarantors in accordance with their terms.

 

Our opinions set forth above are subject to (i) the effects of 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 Alabama, we have relied upon the opinion of Bradley Arant Boult Cummings LLP dated the date hereof. Insofar as the opinions expressed herein relate to or are dependent upon matters governed by the law of the State of West Virginia, we have relied upon the opinion of Bowles Rice LLP dated the date hereof.

 

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 Alabama and the law of the State of West Virginia.

 

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

 


 

Schedule I

 

Name of Subsidiary

 

Jurisdiction of Formation

 

 

 

J.W. Walter, Inc.

 

Delaware

J.W.I. Holdings Corporation

 

Delaware

Land Holdings Corporation

 

Delaware

Walter Black Warrior Basin LLC

 

Delaware

Walter Coke, Inc.

 

Delaware

Walter Exploration & Production LLC

 

Delaware

Walter Land Company

 

Delaware

Walter Minerals, Inc.

 

Delaware

Walter Natural Gas, LLC

 

Delaware

Blue Creek Coal Sales, Inc.

 

Alabama

Clearwater Energy, Inc.

 

Alabama

Hamer Properties, Inc.,

 

West Virginia

Jim Walter Resources, Inc.

 

Alabama

Taft Coal Sales & Associates, Inc.

 

Alabama

Tuscaloosa Resources, Inc.

 

Alabama