Attached files
file | filename |
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S-1/A - FORM S-1/A - CVR PARTNERS, LP | y88230a4sv1za.htm |
EX-23.1 - EX-23.1 - CVR PARTNERS, LP | y88230a4exv23w1.htm |
Exhibit 5.1
March 31, 2011
CVR Partners, LP
2277 Plaza Drive, Suite 500
Sugar Land, Texas 77479
2277 Plaza Drive, Suite 500
Sugar Land, Texas 77479
RE: | Registration Statement on Form S-1, File No. 333-171270 (the Registration Statement) |
Ladies and Gentlemen:
We have acted as counsel for CVR Partners, LP, a Delaware limited partnership (the
Partnership), in connection with the underwritten initial public offering (the Offering) by the
Partnership of 22,080,000 common units representing limited partner interests in the Partnership (the Common
Units), including 19,200,000 Common Units to be sold by the
Partnership on the date of the closing of the Offering and 2,880,000 Common Units which may be offered and sold upon the exercise of the
over-allotment option granted to the underwriters by the Partnership. The Common Units are to be
offered to the public pursuant to an underwriting agreement to be entered into among the
Partnership and the other parties named therein and Morgan Stanley & Co. Incorporated and Barclays
Capital Inc., as representatives of the several underwriters named therein (the Underwriting
Agreement). With your permission, all assumptions and statements of reliance herein have been
made without any independent investigation or verification on our part except to the extent
otherwise expressly stated, and we express no opinion with respect to the subject matter or
accuracy of such assumptions or items relied upon.
In connection with this opinion, we have (i) investigated such questions of law, (ii) examined
the originals or certified, conformed or reproduction copies, of such agreements, instruments,
documents and records of the Partnership, such certificates of public officials and such other
documents and (iii) received such information from officers and representatives of the Partnership
and others as we have deemed necessary or appropriate for the purposes of this opinion.
In all such examinations, we have assumed the legal capacity of all natural persons, the
genuineness of all signatures, the authenticity of original and certified documents and the
conformity to original or certified documents of all copies submitted to us as conformed or
reproduction copies. As to various questions of fact relevant to the opinion expressed herein, we
have relied upon, and assume the accuracy of, representations and warranties contained in the
Underwriting Agreement (other than representations and warranties made by the Partnership) and
certificates and oral or written statements and other information of or from public officials and
assume compliance on the part of all parties to the Underwriting Agreement (other than the
Partnership) with the covenants and agreements contained therein.
Based upon the foregoing and subject to the limitations, qualifications and assumptions set
forth herein, we are of the opinion that the Common Units registered pursuant to the Registration
Statement to be sold by the Partnership (when issued, delivered and paid for in accordance with the
terms of the Underwriting Agreement) will be duly authorized, validly issued, fully paid and
non-assessable.
We note that a limited partner is subject to an obligation to repay any funds wrongfully
distributed to it.
The opinion expressed herein is limited to the Delaware Revised Uniform Limited Partnership
Act as currently in effect, together with applicable provisions of the Constitution of Delaware and
relevant decisional law, and no opinion is expressed with respect to any other laws or any effect
that such other laws may have on the opinion expressed herein. The opinion expressed herein is
limited to the matters stated herein, and no opinion is implied or may be inferred beyond the
matters expressly stated herein. The opinion expressed herein is given as of the date of
effectiveness of the Registration Statement, and we undertake no obligation to supplement this
letter if any applicable laws change after that date or if we become aware of any facts that might
change the opinion expressed herein or for any other reason.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement
and to the reference to this firm under the caption Legal Matters in the prospectus that is
included in the Registration Statement. In giving this consent, we do not hereby admit that we are
in the category of persons whose consent is required under Section 7 of the Securities Act of 1933,
as amended.
Very truly yours,
/s/ Fried, Frank, Harris, Shriver & Jacobson LLP
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP
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