Attached files
file | filename |
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8-K - FORM 8-K - Energy Transfer, LP | h78203e8vk.htm |
EX-8.1 - EX-8.1 - Energy Transfer, LP | h78203exv8w1.htm |
EX-1.1 - EX-1.1 - Energy Transfer, LP | h78203exv1w1.htm |
EXHIBIT 5.1
December 7, 2010
Energy Transfer Partners, L.P.
3738 Oak Lawn Avenue
Dallas, Texas 75219
3738 Oak Lawn Avenue
Dallas, Texas 75219
Ladies and Gentlemen:
We have acted as counsel for Energy Transfer Partners, L.P., a Delaware limited partnership
(the Partnership) in connection with the proposed issuance and sale from time to time by the
Partnership of common units representing limited partner interests in the Partnership having an
aggregate offering price of up to $200,000,000 (the Units), pursuant to that certain Equity
Distribution Agreement dated December 6, 2010 (the Distribution Agreement) between the
Partnership and Credit Suisse Securities (USA) LLC.
In connection with the rendering of the opinions hereinafter set forth, we have examined (i)
executed copies of the organizational documents of the Partnership, Energy Transfer Partners GP,
L.P., the general partner of the Partnership (the General Partner), and Energy Transfer Partners,
L.L.C., the general partner of the General Partner (ETP LLC); (ii) the Registration Statement on
Form S-3 (Registration No. 333-160019) with respect to the Units being sold by the Partnership (the
Registration Statement); (iii) the prospectus included in the Registration Statement dated August
14, 2009 (the Base Prospectus); (iv) the prospectus supplement to said prospectus dated December 7,
2010 (the Prospectus Supplement, and together with the Base Prospectus, the Prospectus); (v)
resolutions of the Board of Managers of the general partner of the General Partner dated June 6,
2009 and the pricing committee thereof dated December 6, 2010; 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
Vinson & Elkins LLP Attorneys at Law
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Tel 713.758.2222 Fax 713.758.2346 www.velaw.com |
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December 7, 2010 |
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 and delivered
against payment therefor as provided in the Distribution Agreement, will be validly issued, fully
paid and non-assessable (except as nonassessability may be affected by certain provisions of the
Delaware Revised Uniform Limited Partnership Act (the Delaware Act)).
The foregoing opinion is limited to the Delaware 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 as
in effect on the date hereof, and we undertake no duty to update or supplement the foregoing
opinion to reflect any facts or circumstances that may hereafter come to our attention or to
reflect any changes in any law that may hereafter occur or become effective. 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,
/s/ VINSON & ELKINS L.L.P.