Attached files
file | filename |
---|---|
8-K - FORM 8-K - Williams Partners L.P. | c61864e8vk.htm |
EX-1.1 - EX-1.1 - Williams Partners L.P. | c61864exv1w1.htm |
EX-8.1 - EX-8.1 - Williams Partners L.P. | c61864exv8w1.htm |
EX-99.1 - EX-99.1 - Williams Partners L.P. | c61864exv99w1.htm |
EX-99.2 - EX-99.2 - Williams Partners L.P. | c61864exv99w2.htm |
Exhibit 5.1
[LETTERHEAD OF GIBSON, DUNN & CRUTCHER LLP]
Client: 97394-00104
December 16, 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 December 14, 2010, respectively, in connection with the offering by the
Company of 8,000,000 common units representing limited partner interests (the Units).
The Units will be issued pursuant to the Underwriting Agreement, dated as of December 14, 2010 (the
Underwriting Agreement) among the Company, Williams Partners GP LLC, a Delaware limited
liability company (the General Partner), 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 (to the extent
required under the Amended and Restated Agreement of Limited Partnership of the Company, as amended
(the Partnership Agreement)) 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 LP Act)).
The opinions set forth herein are subject to the following assumptions, qualifications, limitations
and exceptions:
December 16, 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 LP Act
and the Delaware Limited Liability Company Act (the Delaware LLC Act). We are not
admitted to practice in the State of Delaware; however, we are generally familiar with the Delaware
LP Act and the Delaware LLC 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 LP Act and the Delaware LLC 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 such laws or the interpretations thereof or such facts.
C. We have further assumed without independent investigation that the Partnership Agreement
and the Amended and Restated Limited Liability Company Agreement of the General Partner constitute
a legal, valid and binding obligation of each party thereto, enforceable against it in accordance
with its terms; to the extent our opinions above are dependent on the interpretation of such
agreements, they are based on the plain meaning of the provisions thereof in light of the Delaware
LP Act and the Delaware LLC Act. Without limitation, we do not express any opinion regarding any
Delaware contract law.
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,
/s/ GIBSON, DUNN & CRUTCHER LLP