Attached files
file | filename |
---|---|
S-1/A - FORM S-1/A - Enduro Resource Partners LLC | d82176a6sv1za.htm |
EX-3.5 - EX-3.5 - Enduro Resource Partners LLC | d82176a6exv3w5.htm |
EX-2.1 - EX-2.1 - Enduro Resource Partners LLC | d82176a6exv2w1.htm |
EX-23.5 - EX-23.5 - Enduro Resource Partners LLC | d82176a6exv23w5.htm |
EX-23.2 - EX-23.2 - Enduro Resource Partners LLC | d82176a6exv23w2.htm |
EX-23.1 - EX-23.1 - Enduro Resource Partners LLC | d82176a6exv23w1.htm |
EX-10.1 - EX-10.1 - Enduro Resource Partners LLC | d82176a6exv10w1.htm |
Exhibit 5.2
811 Main Street, Suite 3700 | ||||
Houston, TX 77002 | ||||
Tel: +1.713.546.5400 Fax: +1.713.546.5401 | ||||
www.lw.com | ||||
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Milan |
September 16, 2011
Enduro Resource Partners LLC
777 Main Street, Suite 800
Fort Worth, Texas 76102
777 Main Street, Suite 800
Fort Worth, Texas 76102
Re: | Enduro Royalty Trust |
Ladies and Gentlemen:
We have acted as special counsel to Enduro Resource Partners LLC, a Delaware limited liability
company (the Company), in connection with the proposed issuance of up to 15,180,000 units (the
Trust Units) representing beneficial interests in Enduro Royalty Trust, a Delaware statutory
trust (the Trust). The Trust Units are included in a registration statement on Form S-1 under
the Securities Act of 1933, as amended (the Act), filed with the Securities and Exchange
Commission (the Commission) on May 16, 2011 (Registration No. 333174225) (as so filed and as
amended, the Registration Statement). This opinion is being furnished in connection with the
requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein
as to any matter pertaining to the contents of the Registration Statement or related prospectus
(the Prospectus), other than as expressly stated herein.
As such counsel, we have examined such matters of fact and questions of law as we have
considered appropriate for purposes of this letter. We have examined, among other things, the
following:
(a) the certificate of formation of the Company, as filed with the office of the Secretary
of State of the State of Delaware on March 3, 2010;
(b) the Operating Agreement of the Company, dated April 9, 2010, and the Amended and
Restated Operating Agreement of the Company, dated July 22, 2011;
(c) the certificate of trust of the Trust, as filed with the office of the Secretary of State
of the State of Delaware on May 3, 2011;
(d) the Trust Agreement, dated as of May 3, 2011, by and among the Company, as trustor,
Wilmington Trust Company, as Delaware trustee, and The Bank of New York Mellon, N.A., as issuer
trustee (the Trust Agreement); and
September 16, 2011
Page 2
Page 2
(e) the form of Amended and Restated Trust Agreement of the Trust filed as an exhibit to the
Registration Statement (the Amended and Restated Trust Agreement and, together with the Trust
Agreement, the Trust Documents).
With your consent, we have relied upon certificates and other assurances of officers of the
Company and others as to factual matters without having independently verified such factual
matters. We have assumed further that the Trust is a statutory trust duly organized, validly
existing and in good standing under the laws of the State of Delaware and has all requisite power,
authority and legal right to issue the Trust Units under the Amended and Restated Trust Agreement.
We are opining herein as to the Delaware Limited Liability Company Act, and we express no opinion
with respect to any other laws.
Subject to the foregoing and the other matters set forth herein, as of the date hereof:
1. The Company is a limited liability company duly formed and validly existing under
the laws of the State of Delaware with limited liability company power and authority to
execute and deliver the Trust Documents. With your consent, based solely on certificates
from public officials, we confirm that the Company is validly existing and in good standing
under the laws of the State of Delaware.
2. The execution, delivery and performance of the Trust Documents have been duly
authorized by all necessary limited liability company action of the Company, and the Trust
Agreement has been duly executed and delivered by the Company.
This opinion is for your benefit in connection with the Registration Statement and may be
relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of
the Act. We consent to your filing this opinion as an exhibit to the Registration Statement and to
the reference to our firm in the Prospectus under the heading Legal Matters. In giving such
consent, we do not thereby admit that we are in the category of persons whose consent is required
under Section 7 of the Act or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ Latham & Watkins LLP
LATHAM & WATKINS LLP