Attached files
file | filename |
---|---|
8-K - FORM 8-K - Western Midstream Operating, LP | h80216e8vk.htm |
EX-1.1 - EX-1.1 - Western Midstream Operating, LP | h80216exv1w1.htm |
EX-8.1 - EX-8.1 - Western Midstream Operating, LP | h80216exv8w1.htm |
EXHIBIT 5.1
March 1, 2011
Western Gas Partners, LP
1201 Lake Robbins Drive
The Woodlands, Texas 77380-1046
1201 Lake Robbins Drive
The Woodlands, Texas 77380-1046
Ladies and Gentlemen:
We have acted as counsel for Western Gas Partners, LP, a Delaware limited partnership (the
Partnership) in connection with the proposed offering and sale by the Partnership of 3,550,000
common units (the Firm Units) and up to an additional 532,500 common units pursuant to the
Underwriters (as defined below) option to purchase additional common units (the Option Units and
together with the Firm Units, the Units) pursuant to that certain Underwriting Agreement dated
March 1, 2011 (the Underwriting Agreement) by and among the Partnership and Western Gas Holdings,
LLC (the General Partner) and the several underwriters named therein (the Underwriters).
In connection with the rendering of the opinions hereinafter set forth, we have examined (i)
executed copies of the organizational documents of the Partnership and the General Partner; (ii)
the Registration Statement on Form S-3 (Registration No. 333-160000) with respect to the Units
being sold by the Partnership (the Registration Statement); (iii) the prospectus included in the
Registration Statement dated August 17, 2009 (the Base Prospectus); (iv) the prospectus
supplement to said prospectus dated March 1, 2010 (the Prospectus Supplement, and together with
the Base Prospectus, the Prospectus); (v) resolutions of the Board of Directors of the General
Partner and the pricing committee thereof; 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 in compliance with applicable federal and
state securities laws and in the manner specified in the Registration Statement and the applicable
Prospectus.
Vinson & Elkins LLP Attorneys at Law
|
First City Tower, 1001 Fannin Street | |
Abu Dhabi Austin Beijing Dallas Dubai Hong Kong Houston
|
Suite 200, Houston, TX 77002-6760 | |
London Moscow New York Shanghai Tokyo Washington
|
Tel 713.758.2222 Fax 713.758.2346 www.velaw.com |
March 1, 2011 Page 2
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, will be validly
issued, fully paid and non-assessable, except as 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) and as described in the Prospectus.
The foregoing opinion is limited to the Delaware LP 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. 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.