Attached files

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8-K - 8-K - TransMontaigne Partners LLCa13-17037_18k.htm
EX-1.1 - EX-1.1 - TransMontaigne Partners LLCa13-17037_1ex1d1.htm
EX-8.1 - EX-8.1 - TransMontaigne Partners LLCa13-17037_1ex8d1.htm

Exhibit 5.1

 

 

 

811 Main Street, Suite 3700

 

 

Houston, TX 77002

 

 

Tel: +1.713.546.5400 Fax: +1.713.546.5401

 

 

www.lw.com

 

 

 

 

FIRM / AFFILIATE OFFICES

 

 

Abu Dhabi

Milan

 

 

Barcelona

Moscow

 

 

Beijing

Munich

 

 

Boston

New Jersey

 

 

Brussels

New York

 

 

Chicago

Orange County

July 24, 2013

 

Doha

Paris

 

 

Dubai

Riyadh

 

 

Düsseldorf

Rome

 

 

Frankfurt

San Diego

 

 

Hamburg

San Francisco

 

 

Hong Kong

Shanghai

 

 

Houston

Silicon Valley

TransMontaigne Partners L.P.

 

London

Singapore

1670 Broadway, Suite 3100

 

Los Angeles

Tokyo

Denver, Colorado 80202

 

Madrid

Washington, D.C.

 

Re:  Public Offering of up to 1,667,500 Common Units of TransMontaigne Partners L.P.

 

Ladies and Gentlemen:

 

We have acted as special counsel to TransMontaigne Partners L.P., a Delaware limited partnership (the “Partnership”), in connection with the proposed issuance of up to 1,667,500 common units representing limited partner interests in the Partnership (the “Common Units”).  The Common Units are included in a registration statement on Form S-3 under the Securities Act of 1933, as amended (the “Act”), initially filed with the Securities and Exchange Commission (the “Commission”) on April 1, 2013 (Registration No. 333-187661) (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 Supplement dated July 19, 2013 or to the Prospectus dated June 5, 2013 (collectively, the “Prospectus”), other than as expressly stated herein with respect to the issuance of the Common Units.

 

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter.  With your consent, we have relied upon certificates and other assurances of officers of the general partner of the Partnership and others as to factual matters without having independently verified such factual matters.  We are opining herein as to the Delaware Revised Uniform Limited Partnership Act (the “Delaware Act”) and we express no opinion with respect to any other laws.

 

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Common Units shall have been issued by the Partnership against payment therefor in the circumstances contemplated by the underwriting agreement filed as an exhibit to the Partnership’s Current Report on Form 8-K, filed with the Commission on July 24, 2013, and the Prospectus, the issuance and sale of the Common Units will have been duly authorized by all necessary limited partnership action of the Partnership, and the Common Units will be validly issued and, under the Delaware Act, purchasers of the Common Units will

 



 

have no obligation to make further payments for their purchase of Common Units or contributions to the Partnership solely by reason of their ownership of Common Units or their status as limited partners of the Partnership, and no personal liability for the debts, obligations and liabilities of the Partnership, whether arising in contract, tort or otherwise, solely by reason of being limited partners of the Partnership.

 

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 Partnership’s Current Report on Form 8-K filed on July 24, 2013 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