Attached files
file | filename |
---|---|
S-1/A - FORM S-1/A - QR Energy, LP | h75980a4sv1za.htm |
EX-1.1 - EX-1.1 - QR Energy, LP | h75980a4exv1w1.htm |
EX-8.1 - EX-8.1 - QR Energy, LP | h75980a4exv8w1.htm |
EX-10.2 - EX-10.2 - QR Energy, LP | h75980a4exv10w2.htm |
EX-10.5 - EX-10.5 - QR Energy, LP | h75980a4exv10w5.htm |
Exhibit 5.1
December 14, 2010
QR Energy, LP
5 Houston Center
1401 McKinney Street, Suite 2400
Houston, Texas 77010
Re: QR Energy, LP Registration Statement on Form S-1
5 Houston Center
1401 McKinney Street, Suite 2400
Houston, Texas 77010
Re: QR Energy, LP Registration Statement on Form S-1
Ladies and Gentlemen:
We have acted as counsel to QR Energy, LP, a Delaware limited partnership (the Partnership),
in connection with the registration under the Securities Act of 1933, as amended (the Securities
Act), of the offering and sale of up to an aggregate of 15,000,000 common units representing
limited partner interests in the Partnership (the Common Units) and up to an additional
2,250,000 Common Units pursuant to the underwriters option to purchase additional Common Units.
We are rendering this opinion as of the time the Registration Statement, as defined below,
becomes effective in accordance with Section 8(a) of the Securities Act.
As the basis for the opinion hereinafter expressed, we examined such statutes, including the
Delaware Revised Uniform Limited Partnership Act (the Delaware Act), partnership records and
documents, certificates of partnership and public officials, and other instruments and documents as
we deemed necessary or advisable for the purposes of this opinion. In such examination, we have
assumed the authenticity of all documents submitted to us as originals and the conformity with the
original documents of all documents submitted to us as copies.
Based on the foregoing and on such legal considerations as we deem relevant, we are of the
opinion that:
1. | The Partnership has been duly formed and is validly existing as a limited partnership under the Delaware Act. | |
2. | The Common Units, when issued and delivered on behalf of the Partnership against payment therefor as described in the Partnerships Registration Statement on Form S-1 (File No. 333-169664), as amended (the Registration Statement), to which this opinion is an exhibit and relating to the Common Units, will be duly authorized, validly issued, fully paid and non-assessable. |
The foregoing opinion is limited to the laws of the United States of America, the Constitution
of the State of Delaware and the Delaware Act, as interpreted by federal courts and the courts of
the State of Delaware.
We hereby consent to the reference to us under the heading Validity of the Common Units in
the Registration Statement and the filing of this opinion as an exhibit to the Registration
Statement. 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.
Vinson & Elkins LLP Attorneys at Law
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