Attached files
file | filename |
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EX-1.1 - EX-1.1 - Regency Energy Partners LP | d70302exv1w1.htm |
EX-8.1 - EX-8.1 - Regency Energy Partners LP | d70302exv8w1.htm |
EX-99.1 - EX-99.1 - Regency Energy Partners LP | d70302exv99w1.htm |
8-K - FORM 8-K - Regency Energy Partners LP | d70302e8vk.htm |
Exhibit 5.1
Mayer Brown LLP | ||
700 Louisiana Street | ||
Suite 3400 | ||
December 2, 2009 | Houston, Texas 77002-2730 | |
Main Tel +1 713 238 3000 | ||
Regency Energy Partners LP | Main Fax +1 713 238 4888 | |
2001 Bryan Street, Suite 3700 | www.mayerbrown.com | |
Dallas, Texas 75201 |
Ladies and Gentlemen:
We have acted as counsel for Regency Energy Partners LP, a Delaware limited partnership (the
Partnership) in connection with the proposed offering and sale by the Partnership of
10,500,000 common units (the Firm Units) and up to an additional 1,575,000 common units
pursuant to the Underwriters option to purchase additional common units (the Additional
Units and together with the Firm Units, the Units) pursuant to that certain
Underwriting Agreement dated December 2, 2009 (the Underwriting Agreement) by and among
the Partnership, Regency GP LP, the general partner of the Partnership (the General
Partner), Regency GP LLC, the general partner of the General Partner (GP LLC),
Regency Gas Services, LP (the Operating Partnership), Regency OLP GP LLC, the general
partner of the Operating Partnership, and the several underwriters named therein (the
Underwriters).
In connection with the rendering of the opinions hereinafter set forth, we have examined (i)
executed copies of the organizational documents of the Partnership, the General Partner and GP LLC;
(ii) the Registration Statement on Form S-3ASR (Registration No. 333-163424) with respect to the
Units being sold by the Partnership (the Registration Statement); (iii) the prospectus
included in the Registration Statement dated December 1, 2009 (the Base Prospectus); (iv)
the prospectus supplement to said prospectus dated December 1, 2009 (the Prospectus
Supplement, and together with the Base Prospectus, the Prospectus); (v) resolutions
of the Board of Directors of GP LLC dated November 5, 2009 and the pricing committee thereof dated
December 2, 2009; and (vi) such other certificates, statutes and other instruments and documents as
we considered appropriate for purposes of the opinions hereafter expressed. In addition, we
reviewed such questions of law as we considered appropriate.
In connection with rendering the opinions set forth below, we have assumed that (i) all
information contained in all documents reviewed by us is true and correct, (ii) all signatures on
all documents examined by us are genuine, (iii) all documents submitted to us as originals are
authentic and all documents submitted to us as copies conform to the originals of those documents,
(iv) the Registration Statement, and any amendments thereto (including post-effective amendments),
will have become effective, and all Units will be sold in compliance with applicable federal and
state securities laws and in the manner specified in the Registration Statement and the applicable
Prospectus.
Based on the foregoing, and subject to the assumptions, qualifications, limitations and
exceptions set forth herein, we are of the opinion that the Units, when issued, will be validly
issued, fully paid and non-assessable.
The foregoing opinion is limited to the Delaware Revised Uniform Limited Partnership Act and
the Delaware Limited Liability Company Act (including the applicable provisions of the Delaware
Constitution and the reported judicial decisions interpreting these laws) and the federal laws of
the United States of America. We are expressing no opinion as to the effect of the laws of any
other jurisdiction, domestic or foreign.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement
and to the use of our name in the Prospectus forming a part of the Registration Statement under the
caption Legal Matters. In giving this consent, we do not admit that we are within the category of
persons whose consent is required under Section 7 of the Securities Act and the rules and
regulations thereunder.
Very truly yours, |
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/s/ Mayer Brown LLP | ||||
Mayer Brown LLP operates in combination with our associated English limited liability partnership
and Hong Kong partnership (and its associated entities in Asia).
and Hong Kong partnership (and its associated entities in Asia).