July 18, 2003



Massey Energy Company

4 North 4th Street

Richmond, Virginia 23219



                 Registration Statement on Form S-3 Relating to

          Secondary Offering of 4.75% Senior Convertible Notes Due 2023



Ladies and Gentlemen:



               We have acted as counsel to Massey Energy Company, a Delaware

corporation (the "Company"), and A.T. Massey Coal Company, Inc., a Virginia

corporation and a wholly owned subsidiary of the Company ("A.T. Massey"), in

connection with the filing by the Company and A. T. Massey of a Registration

Statement on Form S-3 (the "Registration Statement") on the date hereof with the

Securities and Exchange Commission (the "Commission") pursuant to the Securities

Act of 1933, as amended, to register (i) $132,000,000 aggregate principal amount

at maturity of 4.75% Senior Convertible Notes due 2023 (collectively, the

"Notes") issued by the Company on May 29, 2003, (ii) the Company's common stock,

$0.625 par value per share, issuable upon conversion of the Notes pursuant to an

Indenture, dated as of May 29, 2003 as supplemented by the Supplemental

Indenture, dated as of May 29, 2003, by and among the Company, A.T. Massey and

The Wilmington Trust Company, as trustee, and (iii) the guarantee of the

Company's obligations under the Notes by A.T. Massey. The Company issued the

Notes pursuant to a Purchase Agreement, dated as of May 23, 2003, by and among

the Company, A.T. Massey, UBS Warburg LLC and Citigroup Global Markets, Inc. The

Notes are to be offered and sold by certain securityholders of the Company from

time to time as set forth in the Registration Statement, the Prospectus

contained therein (the "Prospectus"), and any amendments or supplements thereto.

You have requested our opinion regarding certain United States federal income

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