Attached files

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EX-10.1 - EX-10.1 - Shell Midstream Partners, L.P.d389903dex101.htm
EX-8.1 - EX-8.1 - Shell Midstream Partners, L.P.d389903dex81.htm
EX-1.1 - EX-1.1 - Shell Midstream Partners, L.P.d389903dex11.htm
8-K - 8-K - Shell Midstream Partners, L.P.d389903d8k.htm

Exhibit 5.1

 

LOGO     ONE SHELL PLAZA   

AUSTIN

  

LONDON

    910 LOUISIANA   

BEIJING

  

MOSCOW

    HOUSTON, TEXAS   

BRUSSELS

  

NEW YORK

    77002-4995   

DALLAS

  

PALO ALTO

      

DUBAI

  

RIYADH

    TEL  +1 713.229.1234   

HONG KONG

  

SAN FRANCISCO

    FAX +1 713.229.1522   

HOUSTON

  

WASHINGTON

    BakerBotts.com      

February 5, 2018

Shell Midstream Partners, L.P.

150 N. Dairy Ashford

Houston, Texas 77079

Ladies and Gentlemen:

We have acted as counsel to Shell Midstream Partners, L.P., a Delaware limited partnership (the “Partnership”), in connection with the proposed offering and sale by the Partnership of 25,000,000 common units representing limited partner interests in the Partnership (the “Common Units”) and up to an additional 3,750,000 Common Units pursuant to the underwriter’s option to purchase additional Common Units, in each case pursuant to that certain Underwriting Agreement dated February 1, 2018 (the “Underwriting Agreement”) by and between the Partnership, on the one hand, and Morgan Stanley & Co. LLC, on the other hand.

In connection with this opinion, we have examined and relied upon the accuracy of original, certified copies or photocopies of such records, agreements, certificates and other documents as we have deemed necessary or appropriate to enable us to render the opinions set out below, including (i) the registration statement on Form S-3 (Registration No. 333-207759) (as amended, the “Registration Statement”) filed by the Partnership with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”); (ii) the prospectus included in the Registration Statement dated November 2, 2015 (the “Base Prospectus”); (iii) the prospectus supplement to the Base Prospectus dated February 1, 2018 (together with the Base Prospectus, the “Prospectus”); (iv) the Underwriting Agreement; (v) the Delaware Revised Uniform Limited Partnership Act (the “Delaware LP Act”) and the Delaware Limited Liability Company Act (the “Delaware LLC Act”); and (vi) the Partnership’s records and documents, certificates of representatives of the Partnership and public officials, and other instruments and documents as we deemed necessary or appropriate for the purposes of this opinion.

In making our examination, we have assumed that all signatures on documents examined by us are genuine, that all documents submitted to us as originals are authentic and complete, that all documents submitted to us as certified or photostatic copies conform with the original copies of such documents and that all information submitted to us was accurate and complete. In addition, we have relied, without independent investigation, upon the factual accuracy of the representations and warranties contained in the certificates we examined. We have also assumed that all Common Units will be issued and sold in the manner set forth in the Prospectus and the Underwriting Agreement and that any certificates for the Common Units will be duly countersigned, registered and electronically transmitted by the transfer agent and registrar for the Partnership.

Based upon the foregoing, and subject to the assumptions, limitations and qualifications set forth herein, we are of the opinion that the Common Units have been duly authorized and, when issued and delivered by the Partnership against payment therefor in accordance with the Underwriting Agreement and as described in the Registration Statement, will be validly issued, fully paid and nonassessable.

The foregoing opinion is limited in all respects to the Delaware LP Act and the Delaware LLC Act, as published in effect on the date hereof, and applicable reported judicial decisions, rules and regulations interpreting and implementing those laws. We express no opinion as to the effect of the laws of any other jurisdiction.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Partnership’s Current Report on Form 8-K dated on or about the date hereof, to the incorporation by reference of this opinion into the Registration Statement and to the reference to our firm under the caption “Legal Matters” in the Prospectus forming a part of the Registration Statement. In giving this consent, we do not hereby 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 thereunder.


LOGO

Shell Midstream Partners, L.P.    - 2 -    February 5, 2018

 

The opinion expressed herein is given as of the date hereof and we undertake no obligations to supplement this opinion if any applicable law changes after such date or if we become aware of any facts that might change the opinion expressed herein after such date or for any other reason.

 

Very truly yours,

/s/ Baker Botts L.L.P.