Attached files
file | filename |
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8-K - FORM 8-K - Williams Partners L.P. | c60483e8vk.htm |
EX-1.1 - EX-1.1 - Williams Partners L.P. | c60483exv1w1.htm |
EX-8.1 - EX-8.1 - Williams Partners L.P. | c60483exv8w1.htm |
EX-99.2 - EX-99.2 - Williams Partners L.P. | c60483exv99w2.htm |
EX-99.1 - EX-99.1 - Williams Partners L.P. | c60483exv99w1.htm |
Exhibit 5.1
[LETTERHEAD OF GIBSON, DUNN & CRUTCHER LLP]
September 27, 2010
Williams Partners L.P.
One Williams Center
Tulsa, Oklahoma 74172
One Williams Center
Tulsa, Oklahoma 74172
Re: | Williams Partners L.P. Public Offering of Common Units |
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-3 (File No. 333-162713) (the
Registration Statement) of Williams Partners L.P., a Delaware limited partnership (the
Company), filed with the Securities and Exchange Commission (the Commission)
pursuant to the Securities Act of 1933 (as amended, the Securities Act), and the
prospectus and prospectus supplement (the Prospectus Supplement) with respect thereto,
dated October 28, 2009, and September 23, 2010, respectively, in connection with the offering by
the Company of 9,250,000 common units representing limited partner interests (the Units).
The Units will be issued pursuant to the Underwriting Agreement, dated as of September 23, 2010
(the Underwriting Agreement) among the Company and the representatives of the
underwriters named therein (the Underwriters).
We have examined the originals, or photostatic or certified copies, of such records of the Company,
the certificates of officers of the Company and of public officials and such other documents as we
have deemed relevant and necessary as the basis for the opinions set forth below. In our
examination, we have assumed the genuineness of all signatures, the legal capacity and competency
of all natural persons, the authenticity of all documents submitted to us as originals and the
conformity to original documents of all documents submitted to us as copies.
Based upon the foregoing examination, and in reliance thereon, and subject to the foregoing
assumptions and the qualifications, limitations and exceptions set forth below, we are of the
opinion that the Units, when issued and delivered to and paid for by the Underwriters in accordance
with the terms of the Underwriting Agreement, will be validly issued, fully paid and non-assessable
(except to the extent such non-assessability may be affected by Sections 17-303, 17-607 and 17-804
of the Delaware Revised Uniform Limited Partnership Act (the Delaware Act)).
The opinions set forth herein are subject to the following assumptions, qualifications, limitations
and exceptions:
September 27, 2010
Page 2
Page 2
A. The effectiveness of the Registration Statement under the Securities Act will not have been
terminated or rescinded.
B.
We render no opinion herein as to matters involving any laws other than
the Delaware Act. We are not admitted to practice in the State of Delaware; however, we are
generally familiar with the Delaware Act as currently in effect and have made such inquiries as we
consider necessary to render the opinions contained herein. This opinion is limited to the effect
of the current state of the Delaware Act and the facts as they currently exist. We assume no
obligation to revise or supplement this opinion in the event of future changes in the Delaware Act or the
interpretations thereof or such facts.
We consent to the filing of this opinion as an exhibit to the Registration Statement, and we
further consent to the use of our name under the caption Legal Matters in the Prospectus Supplement. 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 of the Commission.
Very truly yours, |
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/s/ GIBSON, DUNN & CRUTCHER LLP | ||||