Attached files
file | filename |
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8-K - FORM 8-K - Calumet Specialty Products Partners, L.P. | h68975e8vk.htm |
EX-8.1 - EX-8.1 - Calumet Specialty Products Partners, L.P. | h68975exv8w1.htm |
EX-1.1 - EX-1.1 - Calumet Specialty Products Partners, L.P. | h68975exv1w1.htm |
EX-99.2 - EX-99.2 - Calumet Specialty Products Partners, L.P. | h68975exv99w2.htm |
EX-99.1 - EX-99.1 - Calumet Specialty Products Partners, L.P. | h68975exv99w1.htm |
Exhibit 5.1
December 8, 2009
Calumet Specialty Products Partners, L.P.
2780 Waterfront Pkwy E. Drive
Suite 200
Indianapolis, Indiana 46214
2780 Waterfront Pkwy E. Drive
Suite 200
Indianapolis, Indiana 46214
Ladies and Gentlemen:
We have acted as counsel for Calumet Specialty Products Partners, L.P., a Delaware limited
partnership (the Partnership), with respect to certain legal matters in connection with
the registration by the Partnership under the Securities Act of 1933, as amended (the
Securities Act), of the offer and sale by the Partnership of up to 3,450,000 common units
representing limited partner interests in the Partnership (the Units) pursuant to that
certain Underwriting Agreement, dated December 8, 2009 (the Underwriting Agreement),
relating to the offering and sale of the Units by and among the Partnership and the several
underwriters named therein (the Underwriters).
In rendering the opinions set forth below, we have examined and
relied upon (i) the Registration Statement on
Form S-3 (File No. 333-145657) with respect to the Units being sold by the Partnership (the
Registration Statement); (ii) the prospectus dated
November 9, 2007 (the
Prospectus) included in the Registration Statement;
(iii) the prospectus supplement dated
December 8, 2009 filed pursuant to Rule 424(b)(5) under the Securities Act (the Prospectus Supplement); (iv) the free writing prospectus relating
to the Units dated December 8, 2009 filed pursuant to Rule 433 under the
Securities Act (the Free Writing Prospectus); (v) the First Amended
and Restated Agreement of Limited Partnership of the Partnership, dated as of January 31, 2006, as
amended; (vi) the Underwriting Agreement; (vii) resolutions of the Board of Directors
of Calumet GP, LLC, the
general partner dated August 22, 2007 and the Pricing Committee thereof dated December 8,
2009; and (viii) such other certificates, statutes and other instruments and documents as we
considered appropriate for purposes of the opinions hereafter expressed. In addition, we have reviewed certain certificates of
public officials, and we have relied on such certificates with respect to certain factual matters that we have not
independently established.
In connection with this opinion, we have assumed that all Units will be issued and sold in
compliance in the manner stated in the Registration Statement and the applicable Prospectus.
December 8, 2009 Page 2
Based upon the foregoing and subject to the assumptions, exceptions, limitations and
qualifications set forth herein, we are of the opinion that when the Units have been issued and
delivered in accordance with terms of the Underwriting Agreement, then the Units will be validly
issued, fully paid (to the extent required under the Partnership Agreement) and non-assessable
(except as such nonassessability may be affected by Sections 17-303 and 17-607 of the Delaware Revised
Uniform Limited Partnership Act and, except as described in the Prospectus Supplement and the
Prospectus).
The opinions expressed herein are qualified in the following respects:
A. We have assumed, without independent verification, that the certificates for the Units will
conform to the specimens thereof examined by us and will have been duly countersigned by a transfer
agent and duly registered by a registrar of the Units.
B. We have assumed that (i) each document submitted to us for review is accurate and complete,
each such document that is an original is authentic, each such document that is a copy conforms to
an authentic original and all signatures on each such document are genuine and (ii) each
certificate from governmental officials reviewed by us is accurate, complete and authentic, and all
official public records are accurate and complete.
C. This opinion is limited in all respects to the federal laws of the United States, the
Delaware Revised Uniform Limited Partnership Act and the Constitution of the State of Delaware, as
interpreted by the courts of the State of Delaware and of the United States. We are expressing no
opinion as to the effect of the laws of any other jurisdiction, domestic or foreign.
We hereby consent to the filing of this opinion of counsel as Exhibit 5.1 to the Current
Report on Form 8-K of the Partnership dated on or about the date hereof, to the incorporation by
reference of this opinion of counsel into the Registration Statement and to the reference to our
Firm under the heading Legal Matters in the Prospectus Supplement and the Prospectus. 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 or the rules and regulations of the Commission issued
thereunder.
Very truly yours, |
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/s/ Vinson & Elkins L.L.P. | ||||