ALLIANCE HOLDINGS GP, L.P. 2,750,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting Agreement • April 4th, 2011 • Alliance Holdings GP, L.P. • Bituminous coal & lignite surface mining • New York
Contract Type FiledApril 4th, 2011 Company Industry JurisdictionIn rendering such opinion, such counsel may (A) rely solely in respect of matters of fact upon the representations of the Alliance Parties set forth in this Agreement and upon certificates of officers and employees of the Alliance Entities and upon information obtained from public officials, (B) assume that all documents submitted to him as originals are authentic, that all copies submitted to him conform to the originals thereof, and that the signatures on all documents examined by him are genuine, (C) state that such opinions are limited to federal laws and the laws of Kentucky and (D) state that he expresses no opinion with respect to state or local taxes or tax statutes to which any of the limited partners of the Partnership or any of the Partnership Entities may be subject.