Attached files
file | filename |
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8-K - FORM 8-K - PLAINS ALL AMERICAN PIPELINE LP | h85657e8vk.htm |
EX-1.1 - EX-1.1 - PLAINS ALL AMERICAN PIPELINE LP | h85657exv1w1.htm |
EX-8.1 - EX-8.1 - PLAINS ALL AMERICAN PIPELINE LP | h85657exv8w1.htm |
EX-99.1 - EX-99.1 - PLAINS ALL AMERICAN PIPELINE LP | h85657exv99w1.htm |
Exhibit 5.1
November 14, 2011
Plains All American Pipeline, L.P.
333 Clay Street, Suite 1600
Houston, Texas 77002
333 Clay Street, Suite 1600
Houston, Texas 77002
Ladies and Gentlemen:
We have acted as counsel for Plains All American Pipeline, L.P., a Delaware limited
partnership (the Partnership), with respect to certain legal matters in connection with the
registration by the Partnership with the Securities and Exchange Commission (the Commission)
under the Securities Act of 1933, as amended (the Securities Act), of the offer and sale by the
Partnership of up to 6,900,000 common units representing limited partner interests in the
Partnership (the Units). We have participated in the preparation of a Prospectus Supplement dated
November 9, 2011 (the Prospectus Supplement) and the Prospectus dated October 14, 2009 (the
Prospectus) forming part of the Registration Statement on Form S-3 (No. 333-162475) (the
Registration Statement) to which this opinion is an exhibit. 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 Delaware
Revised Uniform Partnership Act (the Delaware LP Act), (ii) the Registration Statement, the
Prospectus Supplement and the Prospectus, (iii) the Third Amended and Restated Agreement of Limited
Partnership of the Partnership, dated as of June 27, 2001, as amended as of the date hereof, (iv)
the Certificate of Limited Partnership of the Partnership, (v) an Underwriting Agreement, dated
November 9, 2011 relating to the offering and sale of the Units (the Underwriting Agreement), a
copy of which is being filed with the Securities and Exchange Commission as an exhibit to the
Partnerships Current Report on Form 8-K on or about the date hereof, (vi) certain resolutions
adopted by the board of directors of PAA GP LLC, the general partner of the Partnership, approving
and authorizing, among other things, the Registration Statement and other matters relating to the
offering of the Units and (vii) such other certificates, statutes and other instruments and
documents as we consider appropriate for purposes of the opinions hereafter expressed.
Based upon and subject to the foregoing and the assumptions, limitations and qualifications
set forth herein, we are of the opinion that the Units are duly and validly authorized for issuance
and, upon payment and delivery of the Units in accordance with the Underwriting Agreement, the
Prospectus Supplement and the Prospectus, will be validly issued, fully paid and non-assessable.
The opinions expressed herein are qualified in the following respects:
A.
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We have assumed, without independent verification, that the certificates for the Units will conform to the specimens thereof examined by us and will have been duly countersigned by a transfer agent and duly registered by a registrar of the Units. | ||
B.
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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. | ||
C.
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This opinion is limited in all respects to federal laws, the Delaware LP 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 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
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 or the rules and regulations of the Commission issued
thereunder.
Very truly yours, |
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/s/ Vinson & Elkins L.L.P. | ||||