Attached files
file | filename |
---|---|
8-K - FORM 8-K - ENTERPRISE PRODUCTS PARTNERS L.P. | h84367e8vk.htm |
EX-8.1 - EX-8.1 - ENTERPRISE PRODUCTS PARTNERS L.P. | h84367exv8w1.htm |
EX-4.3 - EX-4.3 - ENTERPRISE PRODUCTS PARTNERS L.P. | h84367exv4w3.htm |
600 Travis, Suite 4200 Houston, Texas 77002 713.220.4200 Phone 713.220.4285 Fax andrewskurth.com |
Exhibit 5.1
August 24, 2011
Enterprise Products Partners L.P.
Enterprise Products Operating LLC
1100 Louisiana Street, 10th Floor
Houston, Texas 77002
Enterprise Products Operating LLC
1100 Louisiana Street, 10th Floor
Houston, Texas 77002
Ladies and Gentlemen:
We have acted as special counsel to Enterprise Products Operating LLC, a Texas limited
liability company (the Operating LLC), and Enterprise Products Partners L.P., a Delaware
limited partnership (the Guarantor), in connection with the public offering of
$650,000,000 aggregate principal amount of 4.05% Senior Notes due 2022 (the 2022 Notes)
and $600,000,000 aggregate principal amount of 5.70% Senior Notes due 2042 (the 2042
Notes and, together with the 2022 Notes, the Notes) issued by the Operating LLC. The
Notes are being guaranteed by the Guarantor pursuant to the guarantee (the Guarantee)
included in the Indenture (as defined below). The Notes and the Guarantee are referred to
collectively herein as the Securities. The Operating LLC and the Guarantor are referred
to collectively herein as the Obligors.
The Notes and the related Guarantee are being issued under an Indenture, dated as of October
4, 2004, among the predecessor of the Operating LLC, the Guarantor and Wells Fargo Bank, N.A., as
trustee (the Trustee) (collectively, as amended and supplemented by the Tenth
Supplemental Indenture, dated as of June 30, 2007, providing for the Operating LLC as the successor
issuer, the Base Indenture), and as amended and supplemented by the Twenty-First
Supplemental Indenture thereto, dated as of August 24, 2011 (the Supplemental Indenture)
among the Operating LLC, the Guarantor and the Trustee. The Base Indenture, as amended and
supplemented by the Supplemental Indenture, is referenced herein as the Indenture.
The Notes are being sold pursuant to an Underwriting Agreement, dated August 10, 2011 (the
Underwriting Agreement), among the Operating LLC, the Guarantor, Enterprise Products
OLPGP, Inc., a Delaware corporation and the sole member of the Operating LLC (the OLPGP),
and the underwriters named therein (the Underwriters).
This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of
Regulation S-K under the Securities Act of 1933, as amended (the Securities Act).
In arriving at the opinions expressed below, we have examined the following:
Enterprise Products Partners L.P.
Enterprise Products Operating LLC
August 24, 2011
Page 2
Enterprise Products Operating LLC
August 24, 2011
Page 2
(i) the registration statement on Form S-3 (File Nos. 333-168049 and 333-168049-01) relating
to securities to be issued by the Operating LLC and the Guarantor from time to time, including the
Securities, filed by the Obligors under the Securities Act with the Securities and Exchange
Commission (the SEC) on November 29, 2010, including the base prospectus included in such
registration statement (the Base Prospectus) and the other information set forth in the
Incorporated Documents (as defined below) and incorporated by reference in such registration
statement and therefore deemed to be a part thereof (such registration statement, as so amended at
the time it became effective and including the Base Prospectus and such other information
incorporated by reference in such registration statement, being referred to herein as the
Registration Statement);
(ii) the preliminary prospectus supplement dated August 10, 2011, relating to the Securities
in the form filed with the SEC pursuant to Rule 424(b) of the General Rules and Regulations under
the Securities Act (the Rules and Regulations) (such preliminary prospectus supplement,
together with the Base Prospectus, being referred to herein as the Preliminary
Prospectus);
(iii) the prospectus supplement dated August 10, 2011, relating to the Securities in the form
filed with the SEC pursuant to Rule 424(b) of the Rules and Regulations (such prospectus
supplement, together with the Base Prospectus, being referred to herein as the
Prospectus);
(iv) the term sheet relating to the Securities filed with the SEC as a free writing prospectus
pursuant to Rule 433 of the Rules and Regulations on August 10, 2011;
(v) each of the Guarantors reports that have been filed with the SEC and are incorporated by
reference in the Registration Statement (the Incorporated Documents);
(vi) the Underwriting Agreement;
(vii) the Indenture;
(viii) the form of the Notes;
(ix) the global notes executed by the Operating LLC pursuant to the Indenture, in the
aggregate principal amount of $500,000,000 and $150,000,000, collectively representing the 2022
Notes purchased and sold pursuant to the Underwriting Agreement;
(x) the global notes executed by the Operating LLC pursuant to the Indenture, in the aggregate
principal amount of $500,000,000 and $100,000,000, collectively representing the 2042 Notes
purchased and sold pursuant to the Underwriting Agreement;
(xi) the Certificate of Formation, Certificates of Merger and Company Agreement of the
Operating LLC (the Operating LLC Agreement), in each case as amended to date;
Enterprise Products Partners L.P.
Enterprise Products Operating LLC
August 24, 2011
Page 3
Enterprise Products Operating LLC
August 24, 2011
Page 3
(xii) the Certificate of Incorporation and Bylaws (the Bylaws) of OLPGP, the
sole member of the Operating LLC, in each case as amended to
date;
(xiii) the Certificate of Limited
Partnership and Sixth Amended and Restated Agreement of Limited Partnership (as amended, the
Partnership Agreement) of the Guarantor, in each case as amended to date;
(xiv) the Certificate of Formation and Fourth Amended and Restated Limited Liability Company
Agreement (as amended, the LLC Agreement) of Enterprise Products Holdings LLC, a Delaware
limited liability company and the general partner of the Guarantor (the General Partner),
in each case as amended to date;
(xv) certain resolutions adopted by the board of directors of OLPGP relating to the
Registration Statement, the issuance of the Notes, the Indenture and related matters;
(xvi) certain resolutions adopted by the board of directors of the General Partner relating to
the Registration Statement, the issuance of the Guarantee, the Indenture and related matters;
(xvii) the Form T-1 of the Trustee filed as an exhibit to the Registration Statement; and
(xviii) such other instruments and certificates of public officials, officers and
representatives of the Operating LLC, OLPGP, the Guarantor and the General Partner and such other
persons as we have deemed appropriate as a basis for the opinions expressed below.
As the basis for the opinions hereinafter expressed, we have assumed and have not verified (i)
the genuineness of the signatures on documents examined by us, (ii) the legal capacity of all
natural persons, (iii) the authenticity of all documents supplied to us as originals, and (iv) the
conformity with the authentic originals of all documents supplied to us as certified or photostatic
or faxed copies. In conducting our examination of documents executed by parties other than the
Operating LLC, OLPGP, the Guarantor or the General Partner, we have assumed that such parties had
the power, corporate or other, to enter into and perform all obligations thereunder and have also
assumed the due authorization by all requisite action, corporate or other, and the due execution
and delivery by such parties of such documents and that, to the extent such documents purport to
constitute agreements, such documents constitute valid and binding obligations of such parties. As
to any facts material to the opinions expressed herein which we have not independently established
or verified, we have relied upon statements and representations of officers and other
representatives of the Operating LLC, OLPGP, the Guarantor, the General Partner and others.
In rendering the opinions expressed below with respect to the Securities, we have assumed that
the form and terms of such Securities, the issuance, sale and delivery thereof by the Operating LLC
and the Guarantor, and the incurrence and performance of the Operating LLCs and the Guarantors
obligations thereunder or in respect thereof (including, without limitation,
Enterprise Products Partners L.P.
Enterprise Products Operating LLC
August 24, 2011
Page 4
Enterprise Products Operating LLC
August 24, 2011
Page 4
their respective obligations under the Indenture with respect to the Notes and the Guarantee
issued thereunder) in accordance with the terms thereof, will comply with, and will not violate,
any applicable order, judgment, decree or award, or any contract, indenture, mortgage, loan
agreement, note, lease or other agreement or instrument, in each case, binding upon the Operating
LLC, OLPGP, the Guarantor, and the General Partner, or to which the issuance, sale and delivery of
such Notes, or the incurrence and performance of such obligations, may be subject.
Based upon the foregoing and subject to the limitations, qualifications, exceptions and
assumptions set forth herein, we are of the opinion that:
1. When the Notes (in the form examined by us) have been authenticated by the Trustee in
accordance with the terms of the Indenture and have been issued and delivered in accordance with
the terms of the Underwriting Agreement, the Notes will constitute valid and legally binding
obligations of the Operating LLC.
2. When the Notes (in the form examined by us) have been authenticated by the Trustee in
accordance with the terms of the Indenture and have been issued and delivered in accordance with
the terms of the Underwriting Agreement, the Guarantee will constitute the valid and legally
binding obligation of the Guarantor.
Our opinions in paragraphs 1 and 2 above are subject to applicable bankruptcy, insolvency
(including, without limitation, all laws relating to fraudulent transfer or conveyance),
reorganization, moratorium and other similar laws affecting creditors rights generally and to
general principles of equity (regardless of whether enforcement is sought in a proceeding in equity
or at law), including, without limitation, (a) the possible unavailability of specific performance,
injunctive relief or any other equitable remedy and (b) concepts of materiality, reasonableness,
good faith and fair dealing.
We express no opinion other than as to the laws of the State of New York that are normally
applicable to transactions of the type contemplated by the Underwriting Agreement, the Indenture
and the Securities. We hereby consent to the filing by the Guarantor of this opinion as an exhibit
to a Current Report on Form 8-K and to the reference to this firm under the heading Legal Matters
in the Prospectus. 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 experts under the Securities Act
or the rules and regulations issued thereunder with respect to any part of the Registration
Statement, including this exhibit. This opinion is expressed as of the date hereof, and we disclaim
any undertaking to advise you of any subsequent changes of the facts stated or assumed herein or
any subsequent changes in applicable law.
Enterprise Products Partners L.P.
Enterprise Products Operating LLC
August 24, 2011
Page 5
Enterprise Products Operating LLC
August 24, 2011
Page 5
Very truly yours, |
||||
/s/ Andrews Kurth LLP | ||||