Attached files
file | filename |
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EX-8.1 - EX-8.1 - Copano Energy, L.L.C. | h69929exv8w1.htm |
8-K - FORM 8-K - Copano Energy, L.L.C. | h69929e8vk.htm |
EX-1.1 - EX-1.1 - Copano Energy, L.L.C. | h69929exv1w1.htm |
EX-99.1 - EX-99.1 - Copano Energy, L.L.C. | h69929exv99w1.htm |
Exhibit 5.1
March 5, 2010
Copano Energy, L.L.C.
2727 Allen Parkway, Suite 1200
Houston, Texas 77019
2727 Allen Parkway, Suite 1200
Houston, Texas 77019
Ladies and Gentlemen:
We have acted as counsel for Copano Energy, L.L.C., a Delaware limited liability company (the
Company), with respect to certain legal matters in connection with the registration by
the Company under the Securities Act of 1933, as amended (the Securities Act), of the
offer and sale by the Company of up to 7,446,250 common units representing limited liability
company interests in the Company (the Units) pursuant to that certain Underwriting
Agreement, dated March 3, 2010 (the Underwriting Agreement), relating to the offering and
sale of the Units by and among the Company and the several underwriters named therein (the
Underwriters).
In connection with the rendering of the opinions set forth below, we have examined (i) the
registration statement on Form S-3 (File No. 333-162821) with respect to the Units being sold by
the Company (the Registration Statement); (ii) the prospectus dated November 2, 2009 (the
Base Prospectus) included in the Registration Statement; (iii) the prospectus supplement
to the Base Prospectus dated March 3, 2010 (the Prospectus Supplement and, together with
the Base Prospectus, the Prospectus); (iv) the Third Amended and Restated Limited
Liability Company Agreement of the Company, dated as of April 30, 2007, as amended; (v) the
Underwriting Agreement; (vi) resolutions of the Board of Directors of the Company dated January 13,
2010 and minutes of the pricing committee thereof dated March 3, 2010; and (vii) such other certificates,
statutes and other instruments and documents as we consider appropriate for purposes of the
opinions hereafter expressed. In addition, we reviewed such questions of law as we considered
appropriate.
In connection with this opinion, we have assumed that all Units will be issued and sold in
compliance with applicable federal and state securities laws and in the manner stated in the
Registration Statement and the applicable Prospectus.
Based upon the foregoing and subject to the assumptions, exceptions, limitations and
qualifications set forth herein, we are of the opinion that when the Units have been issued and
delivered in accordance with terms of the Underwriting Agreement, then the Units will be validly
issued, fully paid and non-assessable, except as described in the Prospectus.
Vinson & Elkins LLP Attorneys at Law
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Houston, TX 77002-6760 | |
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Page 2
The opinions expressed herein are qualified in the following respects:
A. We have assumed that (i) each document submitted to us for review is accurate and complete,
each such document that is an original is authentic, each such document that is a copy conforms to
an authentic original and all signatures on each such document are genuine, and (ii) each
certificate from governmental officials reviewed by us is accurate, complete and authentic, and all
official public records are accurate and complete.
B. This opinion is limited in all respects to the Delaware Limited Liability Company Act
(including the applicable provisions of the Constitution of the State of Delaware 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 of counsel as Exhibit 5.1 to the Current
Report on Form 8-K of the Company dated on or about the date hereof, to the incorporation by
reference of this opinion of counsel into the Registration Statement and to the reference to our
Firm under the heading Legal Matters in the Prospectus Supplement and the Base Prospectus. 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 or the rules and regulations of the Commission
issued thereunder.
Very truly yours, |
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/s/ Vinson & Elkins L.L.P. | ||||
Vinson & Elkins L.L.P. | ||||