Attached files
file | filename |
---|---|
8-K - FORM 8-K - ENTERPRISE PRODUCTS PARTNERS L.P. | h69246e8vk.htm |
EX-1.1 - EX-1.1 - ENTERPRISE PRODUCTS PARTNERS L.P. | h69246exv1w1.htm |
EX-8.1 - EX-8.1 - ENTERPRISE PRODUCTS PARTNERS L.P. | h69246exv8w1.htm |
EX-99.1 - EX-99.1 - ENTERPRISE PRODUCTS PARTNERS L.P. | h69246exv99w1.htm |
Exhibit 5.1
600 Travis, Suite 4200 Houston, Texas 77002 713.220.4200 Phone 713.220.4285 Fax andrewskurth.com |
January 8, 2010
Enterprise Products Partners L.P.
1100 Louisiana, 10th Floor
Houston, Texas 77002
1100 Louisiana, 10th Floor
Houston, Texas 77002
Ladies and Gentlemen:
We have acted as counsel to Enterprise Products Partners L.P., a Delaware limited partnership
(the Partnership), in connection with the public offering of up to 10,925,000 of
common units representing limited partner interests in the Partnership (including common units to be issued upon exercise, if any, of the
underwriters option to purchase additional common units) (the Common Units) pursuant to
the Partnerships registration statement on Form S-3 (No. 333-145709) filed and declared effective
by the Securities and Exchange Commission under the Securities Act of 1933, as amended (the
Securities Act), on August 27, 2007 (the Registration Statement). A prospectus
supplement dated January 7, 2010, which together with the prospectus filed with the Registration
Statement shall constitute the Prospectus, has been filed pursuant to Rule 424(b)
promulgated under the Securities Act.
As the basis for the opinions hereinafter expressed, we have examined such statutes, including
the Delaware Revised Uniform Limited Partnership Act, as amended (the Delaware Act),
regulations, corporate records and documents, including the Fifth Amended and Restated Agreement of
Limited Partnership of the Partnership dated as of August 8, 2005, as amended to date (the
Partnership Agreement), certificates of corporate and public officials, and other
instruments and documents as we have deemed necessary or advisable for the purposes of this
opinion. In making our examination, we have assumed the genuineness of all signatures on documents
examined by us, the authenticity of all documents submitted to us as originals and the conformity
with the original documents of all documents submitted to us as certified, conformed or photostatic
copies. We have also assumed that all Common Units will be issued and sold in the manner described
in the Prospectus and in accordance with the terms of the Underwriting Agreement dated January 7,
2010 relating to the offer and sale of the Common Units (the Underwriting Agreement).
Based upon the foregoing, and subject to the limitations and assumptions set forth herein, and
having due regard for such legal considerations as we deem relevant, we are of the opinion that (i)
the issuance of the Common Units by the Partnership in accordance with the terms of the
Underwriting Agreement has been duly authorized by the general partner of the Partnership and (ii)
when the Common Units have been issued and delivered in accordance with the terms of the
Austin Beijing Dallas Houston London Los Angeles New York The Woodlands Washington, DC
Enterprise Products Partners L.P.
January 8, 2010
Page 2
January 8, 2010
Page 2
Underwriting Agreement, the Common Units will be validly issued, fully paid (to the extent
required under the Partnership Agreement) and non-assessable (except as such non-assessability may
be affected by Sections 17-607 and 17-303 of the Delaware Act and as described in the Prospectus).
We express no opinion other than as to the federal laws of the United States of America and
the Delaware Act (which is deemed to include the applicable provisions of the Delaware Constitution
and reported judicial opinions interpreting those laws).
We consent to the filing by you of this opinion as an exhibit to a Current Report on Form 8-K,
and we further consent to the use of our name under the caption Legal Matters in the Prospectus.
In giving these consents, we do not thereby admit that we are within the category of persons whose
consent is required under Section 7 of the Securities Act or the rules and regulations issued
thereunder. This opinion is expressed as of the date hereof, and we disclaim any undertaking to
advise you of any subsequent changes of the facts stated or assumed herein or any subsequent
changes in applicable law.
Very truly yours,
/s/ Andrews Kurth LLP
ANDREWS KURTH LLP