Attached files
file | filename |
---|---|
S-1/A - FORM S-1/A - Targa Resources Corp. | h75749a3sv1za.htm |
EX-4.1 - EX-4.1 - Targa Resources Corp. | h75749a3exv4w1.htm |
EX-3.2 - EX-3.2 - Targa Resources Corp. | h75749a3exv3w2.htm |
EX-8.1 - EX-8.1 - Targa Resources Corp. | h75749a3exv8w1.htm |
EX-10.1 - EX-10.1 - Targa Resources Corp. | h75749a3exv10w1.htm |
EX-10.3 - EX-10.3 - Targa Resources Corp. | h75749a3exv10w3.htm |
EX-10.2 - EX-10.2 - Targa Resources Corp. | h75749a3exv10w2.htm |
EX-10.66 - EX-10.66 - Targa Resources Corp. | h75749a3exv10w66.htm |
EX-10.93 - EX-10.93 - Targa Resources Corp. | h75749a3exv10w93.htm |
EX-10.46 - EX-10.46 - Targa Resources Corp. | h75749a3exv10w46.htm |
EX-10.92 - EX-10.92 - Targa Resources Corp. | h75749a3exv10w92.htm |
EX-10.11 - EX-10.11 - Targa Resources Corp. | h75749a3exv10w11.htm |
EX-3.1 - EX-3.1 - Targa Resources Corp. | h75749a3exv3w1.htm |

Exhibit 5.1
November 12, 2010
Targa Resources Investments Inc.
1000 Louisiana, Suite 4300
Houston, TX 77002
1000 Louisiana, Suite 4300
Houston, TX 77002
RE: Registration Statement on Form S-1 |
Ladies and Gentlemen:
We have acted as counsel for Targa Resources Investments Inc., a Delaware corporation (the
Company), in connection with the proposed offer and sale (the
Offering) by the selling stockholders (the Selling
Stockholders), pursuant to a prospectus forming a part of a Registration Statement on
Form S-1, Registration No. 333-169277, originally filed with the Securities and Exchange Commission
on September 9, 2010 (such Registration Statement, as amended at the effective date thereof, being
referred to herein as the Registration Statement), of up to 15,812,500
shares of common stock, par value $0.001 per share, of the Company (the Common
Shares).
In connection with this opinion, we have assumed that (i) the Registration Statement, and any
amendments thereto (including post-effective amendments), will have become effective, (ii) the
Common Shares will be sold in the manner described in the Registration Statement and the
prospectus relating thereto and (iii) a definitive underwriting agreement in the form
to be filed as an
exhibit to the Registration Statement with respect to the sale of the Common Shares will have been
duly authorized and validly executed and delivered by the Company and the other parties thereto.
In connection with the opinion expressed herein, we have examined, among other things, (i) the
Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws of the
Company, (ii) the records of corporate proceedings that have occurred prior to the date hereof with
respect to the Offering, (iii) the Registration Statement and (iv) the form of underwriting
agreement to be
filed as an exhibit to the Registration Statement. We have also reviewed such questions
of law as we have deemed necessary or appropriate. As to matters of fact relevant to the opinion
expressed herein, and as to factual matters arising in connection with our examination of corporate
documents, records and other documents and writings, we relied upon certificates and other
communications of corporate officers of the Company, without further investigation as to the facts
set forth therein.
Based upon the foregoing, we are of the opinion that the Common Shares proposed to be sold by
the Selling Stockholders are duly authorized, validly issued, fully paid and nonassessable.
The foregoing opinions are limited in all respects to the General Corporation Law of the State
of Delaware (including the applicable provisions of the Delaware Constitution and the reported
judicial decisions interpreting these laws) and the federal laws of the United States of America,
and we do not express any opinions as to the laws of any other jurisdiction.
We hereby consent to the statements with respect to us under the heading Legal Matters in
the prospectus forming a part of the Registration Statement and to the filing of this opinion as an
exhibit to the Registration Statement. 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 of 1933 and the rules and
regulations thereunder.
Very truly yours, |
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/s/ Vinson & Elkins L.L.P. | ||||
Vinson & Elkins LLP Attorneys at Law Austin Beijing Dallas Dubai Houston London Moscow New York Shanghai Tokyo Washington |
First City Tower, 1001 Fannin
Street, Suite 2500, Houston, TX 77002 Tel 713.758.2222 Fax 713.758.2346 www.velaw.com |