Attached files
file | filename |
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EX-3.1 - EX-3.1 - Energy Transfer Operating, L.P. | d874700dex31.htm |
EX-4.2 - EX-4.2 - Energy Transfer Operating, L.P. | d874700dex42.htm |
EX-5.1 - EX-5.1 - Energy Transfer Operating, L.P. | d874700dex51.htm |
EX-8.1 - EX-8.1 - Energy Transfer Operating, L.P. | d874700dex81.htm |
8-K - 8-K - Energy Transfer Operating, L.P. | d874700d8k.htm |
Exhibit 5.2
811 Main Street, Suite 3700 | ||||
Houston, TX 77002 | ||||
Tel: +1.713.546.5400 Fax: +1.713.546.5401 | ||||
www.lw.com | ||||
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FIRM / AFFILIATE OFFICES | |||
Beijing | Moscow | |||
Boston | Munich | |||
Brussels | New York | |||
Century City | Orange County | |||
Chicago | Paris | |||
January 22, 2020 | Dubai | Riyadh | ||
Düsseldorf | San Diego | |||
Frankfurt | San Francisco | |||
Hamburg | Seoul | |||
Hong Kong | Shanghai | |||
Energy Transfer Operating, L.P. | Houston | Silicon Valley | ||
8111 Westchester Drive, Suite 600 | London | Singapore | ||
Dallas, Texas 75225 | Los Angeles | Tokyo | ||
Madrid | Washington, D.C. | |||
Milan |
Re: | Registration Statement No. 333-221411; Public Offering of 500,000 Series F Preferred Units and 1,100,000 Series G Preferred Units |
Ladies and Gentlemen:
We have acted as special counsel to Energy Transfer Operating, L.P., a Delaware limited partnership (the Partnership), in connection with the issuance by the Partnership of 500,000 of its 6.750% Series F Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Units (the Series F Preferred Units) and 1,100,000 of its 7.125% Series G Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Units (the Series G Preferred Units and, together with the Series F Preferred Units, the New Preferred Units). The New Preferred Units are included in a registration statement on Form S-3 under the Securities Act of 1933, as amended (the Act), and filed with the Securities and Exchange Commission (the Commission) on November 8, 2017 (Registration No. 333-221411), as amended by Post-Effective Amendment No. 1 on Form S-3, filed with the Commission on June 5, 2018 (as so filed and as so 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 January 7, 2020 to the Prospectus dated November 8, 2017 (collectively, the Prospectus), other than as expressly stated herein with respect to the issuance of the New Preferred 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 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 the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or, in the case of Delaware, any other laws, or as to any matters of municipal law or the laws of any local agencies within any state.
Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the New Preferred Units shall have been issued by the Partnership against
January 22, 2020
Page 2
payment therefor in the circumstances contemplated by the Prospectus and the underwriting agreement filed as an exhibit to the Partnerships Current Report on Form 8-K, filed with the Commission on January 10, 2020, the issue and sale of the New Preferred Units will have been duly authorized by all necessary limited partnership action of the Partnership, and the New Preferred Units will be validly issued and, under the Delaware Act, purchasers of the New Preferred Units will have no obligation to make further payments for their purchase of the New Preferred Units or contributions to the Partnership solely by reason of their ownership of the New Preferred Units or their status as limited partners of the Partnership and no personal liability for the obligations of the Partnership, 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 Partnerships Form 8-K dated January 22, 2020 and to the reference to our firm contained 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 |