Attached files
file | filename |
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8-K - FORMM 8-K - Copano Energy, L.L.C. | h81158e8vk.htm |
EX-4.2 - EX-4.2 - Copano Energy, L.L.C. | h81158exv4w2.htm |
EX-4.1 - EX-4.1 - Copano Energy, L.L.C. | h81158exv4w1.htm |
EX-4.3 - EX-4.3 - Copano Energy, L.L.C. | h81158exv4w3.htm |
EX-99.1 - EX-99.1 - Copano Energy, L.L.C. | h81158exv99w1.htm |
Exhibit 5.1
April 5, 2011
Copano Energy, L.L.C.
Copano Energy Finance Corporation
2727 Allen Parkway, Suite 1200
Houston, Texas 77019
Copano Energy Finance Corporation
2727 Allen Parkway, Suite 1200
Houston, Texas 77019
Ladies and Gentlemen:
We have acted as counsel for Copano Energy, L.L.C., a Delaware limited liability company (the
Company), with respect to certain legal matters in connection with the registration by
the Company and its wholly owned subsidiary Copano Energy Finance Corporation, a Delaware
corporation (FinCo and, together with the Company, the Issuers), under the
Securities Act of 1933, as amended (the Securities Act), of the proposed offer and sale
(i) by the Issuers of $360,000,000 in aggregate principal amount of their 7.125% Senior Notes due
2021 (the Notes) to be issued and sold pursuant to an underwriting agreement, dated March
22, 2011 (the Underwriting Agreement), by and among the Issuers, the Guarantors listed in
Schedule 2 of the Underwriting Agreement and J.P. Morgan Securities LLC, as representative
of the several Underwriters listed in Schedule 1 of the Underwriting Agreement (the
Underwriters) and (ii) by the Guarantors of the note guarantees (the
Guarantees). The Notes and the Guarantees are referred to collectively herein as the
Securities. Capitalized terms used and not defined herein shall have the meanings
ascribed to such terms in the Underwriting Agreement.
The Securities are being offered and sold pursuant to a prospectus supplement, dated March 22,
2011 (the Prospectus Supplement), filed with the Securities and Exchange Commission (the
Commission) pursuant to Rule 424(b) on March 23, 2011, to a prospectus, dated November 2,
2009 (such prospectus, as amended and supplemented by the Prospectus Supplement, the
Prospectus), included in a Registration Statement on Form S-3 (Registration No.
333-162821) (the Registration Statement), which Registration Statement became effective
upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, as amended by
Post-Effective Amendment No. 1 thereto, which Post-Effective Amendment No. 1 became effective upon
filing with the Commission pursuant to Rule 462(f) under the Securities Act.
The Securities are to be issued pursuant to an Indenture (the Base Indenture), dated
April 5, 2011, by and among the Issuers, the Guarantors and U.S. Bank National Association, as
trustee (the Trustee), as supplemented and amended by the First Supplemental Indenture
thereto, dated April 5, 2011, establishing the forms and terms of the Securities (the First
Supplemental Indenture and, the Base Indenture, as so supplemented and amended, the
Indenture).
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We have examined, among other things, originals or copies, certified or otherwise identified
to our satisfaction, of: (a) the certificates of formation, limited partnership or incorporation
(as the case may be) and the limited liability company agreements, limited partnership agreements
or bylaws (as the case may be) of the Company, FinCo and of each of the Guarantors; (b) certain
resolutions adopted by the Board of Directors of the Company relating to the registration of the
Securities and related matters; (c) certain resolutions adopted by the Pricing Committee of the
Board of Directors of the Company; (d) certain resolutions adopted by the Board of Directors of
FinCo; (e) certain resolutions adopted by each of the Guarantors; (f) the Registration Statement
and the Post-Effective Amendment No. 1 thereto; (g) the Prospectus; (h) each of the Base Indenture
and the First Supplemental Indenture and (i) such other certificates, instruments and documents as
we consider appropriate for purposes of the opinions hereafter expressed. In addition, we reviewed
such questions of law as we considered appropriate.
Based on the foregoing, and subject to the assumptions, limitations and qualifications set
forth in this opinion letter, we are of the opinion that when the Notes have been duly executed and
issued by the Issuers in accordance with the terms of the Indenture and duly authenticated by the
Trustee in the manner provided for in the Indenture and paid for by the Underwriters in accordance
with the terms of the Underwriting Agreement, (i) the Notes will constitute valid and legally
binding obligations of the Issuers entitled to the benefits of the Indenture, enforceable against
the Issuers in accordance with their terms and (ii) the Guarantees will constitute valid and
binding obligations of the Guarantors entitled to the benefits of the Indenture, enforceable
against the Guarantors in accordance with their terms.
The opinions expressed in this letter are qualified in the following respects:
(A) As to any facts material to the opinions contained herein, we have made no independent
investigation of such facts and have relied, to the extent that we deem such reliance proper, upon
certificates of public officials and officers or other representatives of the Issuers and the
Guarantors.
(B) We have assumed that (i) all information contained in all documents submitted to us for
review is accurate and complete, (ii) all signatures on all documents examined by us are genuine,
(iii) all documents submitted to us as originals are originals and all documents submitted to us as
copies conform to the originals of those documents, (iv) each certificate from governmental
officials reviewed by us is accurate, complete and authentic and all public records are accurate
and complete, (v) each natural person signing any document has the legal capacity to do so; (vi)
each person signing in a representative capacity any document reviewed by us had the legal capacity
to do so and (vii) all Securities will be issued and sold in compliance with applicable federal and
state securities laws and in the manner stated in the Prospectus and the Underwriting Agreement.
(C) The opinions expressed herein are limited in all respects to the laws of the State of New
York and we are expressing no opinion as to the effect of the laws of any other jurisdiction.
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(D) The opinion is qualified to the extent that the enforceability of any document, instrument
or security may be limited by or subject to bankruptcy, insolvency, fraudulent transfer or
conveyance, reorganization, moratorium or other similar laws relating to or affecting creditors
rights generally, and general equitable or public policy principles.
(E) We express no opinions concerning (i) the validity or enforceability of any provisions
contained in the Indenture that purport to waive or not give effect to rights to notices, defenses,
subrogation or other rights or benefits that cannot be effectively waived under applicable law or
(ii) the enforceability of indemnification provisions to the extent they purport to relate to
liabilities resulting from or based upon negligence or any violation of federal or state securities
or blue sky laws.
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Companys Current
Report on Form 8-K dated on or about the date hereof, to the incorporation by reference of this
opinion letter into the Registration Statement and to the reference to our Firm under the heading
Legal matters in the Prospectus Supplement and the Prospectus. In giving such consent, we do not
admit that we are within the category of persons whose consent is required under Section 7 of the
Securities Act.
Very truly yours,
/s/ Vinson & Elkins L.L.P.