Attached files
Exhibits
5.1 and 23.1
December
16, 2009
777
W. Rosedale Street
Fort
Worth, Texas 76104
Ladies
and Gentlemen:
We
have acted as counsel for Quicksilver Gas Services LP, a Delaware limited
partnership (the “Company”) in connection with the Registration Statement on
Form S-3 (File No. 333-161680) (the “Registration Statement”) filed by the
Company with the Securities and Exchange Commission pursuant to the Securities
Act of 1933, as amended (the “Securities Act”). This
opinion letter is rendered in connection with the issuance and
sale of 4,000,000 common units representing its limited partnership
interests (the “Common Units”).
We,
as your counsel, have examined originals or copies, certified or otherwise
identified to our satisfaction, of such documents, corporate records,
certificates of public officials and other instruments as we have deemed
necessary or advisable for the purpose of rendering this opinion.
Based
upon the foregoing, we are of the opinion that when the Common Units are issued
and delivered in accordance with the Underwriting Agreement dated December 11,
2009 made by and between the Company and the several underwriters named therein,
such Common Units will be validly issued, fully paid and
non-assessable.
We
are members of the Bar of the State of New York and the foregoing opinion is
limited to the Delaware Revised Uniform Limited Partnership Act.
We
hereby consent to the filing of this opinion as an exhibit to the Registration
Statement referred to above and further consent to the reference to our name
under the caption “Legal Matters” in the prospectus, which is a part of the
Registration Statement. In giving this consent, we do not admit that
we are in the category of persons whose consent is required under Section 7 of
the Securities Act.
This
opinion is rendered solely to you in connection with the above
matter. This opinion may not be relied upon by you for any other
purpose or relied upon by or furnished to any other person without our prior
written consent.
| /s/ Davis Polk & Wardwell LLP |