614/223-1648
Securities and Exchange Commission
Office of Public Utility Regulation
450 Fifth Street, N.W.
Washington, D.C. 20549
February 21, 1994
Re: Cedar Coal Company
File No. 70-7181
Gentlemen:
In connection with the transaction proposed and described
in the Application or Declaration on Form U-1 of Cedar
Coal Company ("Cedar"), to which this opinion is an
exhibit, I have examined, among other things, the
Application or Declaration on Form U-1, and all
amendments thereto, relating to the proposed performance
by Cedar's Central Rebuild Shop of work for non-
affiliates.
In my opinion, the transaction has been consummated in
accordance with the said Application or Declaration and:
(a) all state laws applicable to the transactions
have been complied with; and
(b) the consummation of the transaction has not
violated the legal rights of the holders of
any securities issued by Cedar or any
associate company thereof.
I hereby consent to the filing of this opinion as an
exhibit to the above-mentioned Application or
Declaration.
Very truly yours,
S/THOMAS G. BERKEMEYER
Thomas G. Berkemeyer
Counsel for Cedar Coal Company
