Attached files
Exhibit
5.1
 |
600 Travis,
Suite 4200
Houston,
Texas 77002
713.220.4200
Phone
713.220.4285
Fax
andrewskurth.com
|
January 14,
2010
El
Paso Pipeline Partners, L.P.
El
Paso Building
1001 Louisiana
Street
Houston, Texas
77002
Ladies and
Gentlemen:
We have acted as
special counsel to El Paso Pipeline Partners, L.P., a Delaware limited
partnership (the “Partnership”),
in connection with the offering and sale of up to 10,062,500 common units
representing limited partner interests in the Partnership (including the common
units to be issued upon exercise of the underwriters’ option to purchase up to
1,312,500 additional common units) (the “Common
Units”) pursuant to the Partnership’s registration statement on Form S-3
(Registration No. 333-156978), filed under the Securities Act of 1933, as
amended (the “Securities
Act”), and declared effective on March 24, 2009 (the “Registration
Statement”). A prospectus supplement dated January 13, 2010,
which together with the accompanying prospectus dated March 24, 2009 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
LP Act”), regulations, corporate records and documents, including the
First Amended and Restated Agreement of Limited Partnership of the Partnership
dated November 21, 2007, 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 and not
verified (i) the genuineness of all signatures on documents examined by us, (ii)
the legal capacity of all natural persons, (iii) the authenticity of all
documents submitted to us as originals and (iv) 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 13, 2010 relating to the offer
and sale of the Common Units (the “Underwriting
Agreement”).
Based upon the
foregoing, and subject to the limitations, qualifications, exceptions 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 Underwriting Agreement, the Common Units will
be validly issued, fully paid and non-assessable.
We express no
opinion other than as to the federal laws of the United States of America and
the Delaware LP Act (including the applicable provisions of the Delaware
Constitution and reported judicial decisions interpreting those
laws).
We consent to the
filing by you of this opinion as an exhibit to the Partnership’s Current Report
on Form 8-K filed on the date hereof, 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
Austin Beijing Dallas Houston London Los
Angeles New
York The
Woodlands Washington,
DC