Exhibit 8(b)
Alpha Natural Resources, Inc.
P.O. Box 2345
Abingdon, VA 24212
Ladies and Gentlemen:
We have acted as special counsel to Alpha Natural Resources, Inc., a Delaware corporation
(“Alpha”), in connection with the proposed merger (the “Merger”) between Alpha,
Cleveland-Cliffs Inc, an Ohio Corporation (“Cleveland Cliffs”), and Daily Double
Acquisition, Inc. (now known as Alpha Merger Sub, Inc.), a Delaware corporation (“Merger
Sub”), pursuant to the Agreement and Plan of Merger, dated as of July 15, 2008 (the
“Agreement”), by and among Alpha, Cleveland Cliffs and Merger Sub. At your request, and in
connection with the Registration Statement on Form S-4 of Cleveland Cliffs filed with the
Securities and Exchange Commission in connection with the Merger (as amended through the date
hereof, the “Registration Statement”), we are rendering our opinion concerning the material
federal income tax consequences of the Merger. Any capitalized term used and not defined herein has
the meaning given to it in the Agreement.
For purposes of the opinion set forth below, we have relied, with the consent of Alpha, the
consent of Cleveland Cliffs, and the consent of Merger Sub, upon the accuracy and completeness of
the factual statements and representations (which statements and representations we have neither
investigated
nor verified) contained, respectively, in certain letters to us
from the officers of Alpha, Cleveland Cliffs, and Merger Sub, dated the date hereof, and have
assumed that such factual statements and representations will be accurate and complete as of the
appropriate effective time (as if made as of such time) and that all such factual statements and
representations made to the knowledge of any person or entity or with similar qualification are and
will be true and correct as if made without such qualification. We have also relied upon the
accuracy of the Registration Statement and the Proxy Statement contained therein, each as amended
or supplemented through the date hereof.
We have also assumed that: (i) the transactions contemplated by the Agreement will be
consummated in accordance therewith and as described in the Proxy Statement (and no transaction or
condition described therein and affecting this opinion will be waived by any party) and (ii) the
Merger will be reported by Alpha, Cleveland Cliffs, and Merger Sub on their respective federal
income tax returns in a manner consistent with the opinion set forth below.
Based upon and subject to the foregoing, it is our opinion, under currently applicable U.S.
federal income tax law, that the Merger will be treated as a reorganization within the meaning of
Section 368(a) of the Code.
We express no opinion on any issue relating to the tax consequences of the Merger other than
those set forth above. Our opinion is based upon the Code, published judicial decisions,
administrative regulations and published rulings and procedures as in existence on the date hereof.
Future legislative, judicial or administrative changes, on either a prospective or retroactive
basis, could affect our opinion. Further, our opinion is not binding upon the Internal Revenue
Service or the courts, and there is no assurance that the Internal Revenue Service or a court will
not take a contrary position. We undertake no responsibility to advise you of any future change in
the matters stated herein or in the federal income tax laws or the application or interpretation
thereof.
We hereby consent to the filing of this opinion with the Securities and Exchange Commission as
an exhibit to the Registration Statement and to the references therein to us. In giving such
consent, we do not thereby admit that we are in the category of persons whose consent is required
under Section 7 of the Securities Act of 1933, as amended. We are furnishing this opinion solely in
connection with the filing of the Registration Statement and this opinion is not to be relied upon
for any other purpose.
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Very truly yours, |
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CLEARY GOTTLIEB STEEN & HAMILTON LLP |
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By: |
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