Attached files
file | filename |
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8-K - FORM 8-K - Targa Resources Partners LP | h85246e8vk.htm |
EX-8.1 - EX-8.1 - Targa Resources Partners LP | h85246exv8w1.htm |
EX-1.1 - EX-1.1 - Targa Resources Partners LP | h85246exv1w1.htm |
Exhibit 5.1
October 21, 2011
Targa Resources Partners LP
1000 Louisiana, Suite 4300
Houston, Texas 77002
1000 Louisiana, Suite 4300
Houston, Texas 77002
Ladies and Gentlemen:
We have acted as counsel for Targa Resources Partners LP, a Delaware limited partnership (the
Partnership), with respect to certain legal matters in connection with the proposed issuance and
sale from time to time by the Partnership of common units representing limited partner interests in
the Partnership having an aggregate offering price of up to $100,000,000 (the Units), pursuant to
that certain Equity Distribution Agreement dated October 21, 2011 (the Distribution Agreement)
between the Partnership and Citigroup Global Markets Inc. We have participated in the preparation
of a Prospectus Supplement dated October 21, 2011 (the Prospectus Supplement) and the Prospectus
dated July 31, 2009 (the Prospectus) forming part of the Registration Statement on Form S-3 (No.
333-159678) (the Registration Statement). The Prospectus Supplement has been filed pursuant to
Rule 424(b) promulgated under the Securities Act.
In rendering the opinions set forth below, we have examined and relied upon (i) the
Registration Statement, the Prospectus Supplement and the Prospectus; (ii) the First Amended and
Restated Agreement of Limited Partnership of the Partnership, dated as of February 14, 2007, as
amended by Amendment No. 1 to the First Amended and Restated Agreement of Limited Partnership of
the Partnership dated May 13, 2008; (iii) the Distribution Agreement; (iv) resolutions of the Board
of Directors of the general partner dated August 3, 2011; and (v) such other certificates and other
instruments and documents as we consider appropriate for purposes of the opinions hereafter
expressed.
In connection with this opinion, we have assumed that all Units will be issued and sold in the
manner stated in the Prospectus Supplement, the Prospectus, and the Distribution Agreement.
Based upon the foregoing and subject to the assumptions, exceptions, limitations and
qualifications set forth below, we are of the opinion that the Units, when issued and delivered
against payment therefore as provided in the Distribution Agreement, will be validly issued, fully
paid and non-assessable, except as described in the Registration Statement, the Prospectus
Supplement and the Prospectus.
Vinson & Elkins LLP Attorneys at Law Abu Dhabi Austin Beijing Dallas Dubai Hong Kong Houston London Moscow New York Shanghai Tokyo Washington US 1104255v.1 |
First City Tower, 1001 Fannin Street, Suite 2500 Houston, TX 77002-6760 Tel 713.758.2222 Fax 713.758.2346 www.velaw.com |
October 21, 2011 Page 2 |
The opinions expressed herein are qualified in the following respects:
A. We have assumed that (i) each document submitted to us for review is accurate and complete,
each such document that is an original is authentic, each such document that is a copy conforms to
an authentic original and all signatures on each such document are genuine, and (ii) each
certificate from governmental officials reviewed by us is accurate, complete and authentic, and all
official public records are accurate and complete.
B. This opinion is limited in all respects to the federal laws of the United States, the
Delaware Revised Uniform Limited Partnership Act and the Constitution of the State of Delaware, as
interpreted by the courts of the State of Delaware and of the United States. We are expressing no
opinion as to the effect of the laws of any other jurisdiction.
We hereby consent to the filing of this opinion of counsel as Exhibit 5.1 to the Current
Report on Form 8-K of the Partnership dated on or about the date hereof, to the incorporation by
reference of this opinion of counsel 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
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 or the rules and regulations of the Securities and Exchange
Commission issued thereunder.
Very truly yours, |
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/s/ Vinson & Elkins LLP | ||||