Attached files
file | filename |
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EX-23.1 - EX-23.1 - PEABODY ENERGY CORP | d344433dex231.htm |
S-1/A - S-1/A - PEABODY ENERGY CORP | d344433ds1a.htm |
Exhibit 5.1
[Letterhead of Jones Day]
May 26, 2017
Peabody Energy Corporation
701 Market Street
St. Louis, Missouri 63101-1826
Re: Registration Statement on Form S-1 Filed by Peabody Energy Corporation
Ladies and Gentlemen:
We have acted as counsel for Peabody Energy Corporation, a Delaware corporation (the Company), in connection with the registration for resale from time to time, on a continuous or delayed basis, of (a) up to 19,001,410 shares (the Series A Preferred Shares) of the Companys Series A Convertible Preferred Stock, par value $0.01 per share (the Series A Preferred Stock), and (b) up to (1) 56,865,221 shares of Common Stock currently outstanding (the Initial Common Shares), (2) the shares of Common Stock initially issuable upon the conversion of the Series A Preferred Shares (the Preferred Conversion Shares) and (3) 33,842 shares of Common Stock (the Warrant Shares and, together with the Series A Preferred Shares, the Initial Common Shares and the Preferred Conversion Shares, the Securities), issuable upon the exercise of warrants (the Warrants) issued pursuant to the Warrant Agreement, dated April 3, 2017 (the Warrant Agreement), between the Company and American Stock Transfer & Trust Company, LLC, as warrant agent, in each case by the selling security holders identified in the Registration Statement on Form S-1 (the Registration Statement) filed by the Company to effect the registration of the Securities under the Securities Act of 1933 (the Securities Act) and to which this opinion has been filed as an exhibit.
In connection with the opinions expressed herein, we have examined such documents, records and matters of law as we have deemed relevant or necessary for purposes of such opinions. Based on the foregoing, and subject to the further assumptions, qualifications and limitations set forth herein, we are of the opinion that:
1. | The Series A Preferred Shares are validly issued, fully paid and nonassessable. |
2. | The Initial Common Shares are validly issued, fully paid and nonassessable. |
3. | The Preferred Conversion Shares, when issued by the Company upon conversion of the Series A Preferred Shares pursuant to the terms and conditions of the Certificate of Designation of the Series A Preferred Stock, dated April 3, 2017, will be validly issued, fully paid and nonassessable. |
4. | The Warrant Shares, when issued by the Company upon exercise of the Warrants and full payment of the applicable exercise prices pursuant to the terms and conditions of the Warrants and the Warrant Agreement, will be validly issued, fully paid and nonassessable. |
The opinions expressed herein are limited to the General Corporation Law of the State of Delaware, as currently in effect, and we express no opinion as to the effect of the laws of any other jurisdiction on the opinions expressed herein.
Peabody Energy Corporation
May 26, 2017
Page 2
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to us under the caption Legal Matters in the prospectus constituting a part of the Registration Statement. In giving such consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
Very truly yours, |
/s/ Jones Day |