Attached files
file | filename |
---|---|
8-K - FORM 8-K - Williams Partners L.P. | d290565d8k.htm |
EX-1.1 - UNDERWRITING AGREEMENT - Williams Partners L.P. | d290565dex11.htm |
EX-8.1 - OPINION OF ANDREWS KURTH LLP RELATING TO TAX MATTERS - Williams Partners L.P. | d290565dex81.htm |
EX-99.1 - PRESS RELEASE DATED JANUARY 24, 2012 - Williams Partners L.P. | d290565dex991.htm |
EX-99.2 - PRESS RELEASE DATED JANUARY 25, 2012 - Williams Partners L.P. | d290565dex992.htm |
Exhibit 5.1
[LETTERHEAD OF GIBSON, DUNN & CRUTCHER LLP]
Client: 97394-00128
January 27, 2012
Williams Partners L.P.
One Williams Center
Tulsa, Oklahoma 74172
Re: | Williams Partners L.P. |
Public Offering of Common Units |
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-3 (File No. 333-162713) (the Registration Statement) of Williams Partners L.P., a Delaware limited partnership (the Company), filed with the Securities and Exchange Commission (the Commission) pursuant to the Securities Act of 1933 (as amended, the Securities Act), and the prospectus and prospectus supplement (the Prospectus Supplement) with respect thereto, dated October 28, 2009, and January 25, 2012, respectively, in connection with the offering by the Company of 7,000,000 common units representing limited partner interests (the Units). The Units will be issued pursuant to the Underwriting Agreement, dated as of January 25, 2012 (the Underwriting Agreement) among the Company, Williams Partners GP LLC, a Delaware limited liability company, and the representatives of the underwriters named therein (the Underwriters).
We have examined the originals, or photostatic or certified copies, of such records of the Company and certificates of officers of the Company and of public officials and such other documents as we have deemed relevant and necessary as the basis for the opinions set forth below. In our examination, we have assumed the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies.
Based upon the foregoing examination and in reliance thereon, and subject to the assumptions stated and the qualifications, limitations and exceptions set forth below, and in reliance on statements of fact contained in the documents that we have examined, we are of the opinion that:
1. The Units, when issued and delivered to and paid for by the Underwriters in accordance with the terms of the Underwriting Agreement, will be validly issued.
2. Purchasers of the Units will have no obligation to make payments to the Company or its creditors (other than the purchase price for the Units) or contributions to the Company or its creditors solely by reason of the purchasers ownership of the Units.
January 27, 2012
Page 2
The opinions set forth herein are subject to the following assumptions, qualifications, limitations and exceptions:
A. The effectiveness of the Registration Statement under the Securities Act will not have been terminated or rescinded.
B. We render no opinion herein as to matters involving any laws other than the Delaware Revised Uniform Limited Partnership Act (the Delaware LP Act) and the Delaware Limited Liability Company Act (the Delaware LLC Act). This opinion is limited to the effect of the current state of the Delaware LP Act and the Delaware LLC Act and the facts as they currently exist. We assume no obligation to revise or supplement this opinion in the event of future changes in such laws or the interpretations thereof or such facts.
We consent to the filing of this opinion as an exhibit to the Registration Statement, and we further consent to the use of our name under the caption Legal Matters in the Prospectus Supplement. 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 the Securities Act or the rules and regulations of the Commission.
Very truly yours,
/s/ Gibson, Dunn & Crutcher LLP