Attached files
| file | filename |
|---|---|
| 8-K - Harvest Oil & Gas Corp. | v174196_8k.htm |
| EX-99.3 - Harvest Oil & Gas Corp. | v174196_ex99-3.htm |
| EX-8.1 - Harvest Oil & Gas Corp. | v174196_ex8-1.htm |
| EX-1.1 - Harvest Oil & Gas Corp. | v174196_ex1-1.htm |
| EX-99.1 - Harvest Oil & Gas Corp. | v174196_ex99-1.htm |
| EX-99.2 - Harvest Oil & Gas Corp. | v174196_ex99-2.htm |
February
10, 2010
EV Energy
Partners, L.P.
1001
Fannin Street, Suite 900
Houston,
Texas 77002
Ladies
and Gentlemen:
We have
acted as counsel for EV Energy Partners, L.P., a Delaware limited partnership
(the “Partnership”)
in connection with the proposed offering and sale by the Partnership of
3,000,000 common units (the “Firm
Units”) and up to an additional 450,000 common units pursuant to the
Underwriters’ option to purchase additional common units (the “Option
Units” and together with the Firm Units, the “Units”)
pursuant to that certain Underwriting Agreement dated February 9, 2010 (the
“Underwriting
Agreement”) by and among the Partnership, EV Energy GP, L.P., EV
Management, LLC, EV Properties, L.P., EV Properties GP, LLC, on the one hand,
and RBC Capital Markets Corporation, Citigroup Global Markets Inc., Raymond
James & Associates, Inc. and Wells Fargo Securities, LLC, as representatives
of the underwriters named therein (the “Underwriters”),
on the other hand.
In
connection with the rendering of the opinions hereinafter set forth, we have
examined (i) executed copies of the organizational documents of the Partnership;
(ii) the Registration Statement on Form S-3 (Registration
No. 333-146428) with respect to the Units being sold by the Partnership
(the “Registration
Statement”); (iii) the prospectus included in the Registration
Statement dated December 19, 2007 (the “Base
Prospectus”); (iv) the prospectus supplement to said prospectus
dated February 9, 2010 (the “Prospectus
Supplement,” and together with the Base Prospectus, the “Prospectus”);
and (v) partnership records and documents, certificates of the Partnership,
certain of its affiliates and public officials, and other instruments and
documents as we deemed necessary or advisable for the purposes of this opinion.
In addition, we reviewed such questions of law as we considered
appropriate.
In
connection with rendering the opinions set forth below, we have assumed that
(i) all information contained in all documents reviewed by us is true and
correct, (ii) all signatures on all documents examined by us are genuine,
(iii) all documents submitted to us as originals are authentic and all
documents submitted to us as copies conform to the originals of those documents,
(iv) the Registration Statement, and any amendments thereto (including
post-effective amendments), will have become effective, and all Units will be
sold in compliance with applicable federal and state securities laws and in the
manner specified in the Registration Statement and the applicable
Prospectus.
Based on
the foregoing, and subject to the assumptions, qualifications, limitations and
exceptions set forth herein, we are of the opinion that the Units, when issued,
will be validly issued, fully paid and non-assessable.
The
foregoing opinion is limited to the Delaware Revised Uniform Limited Partnership
Act and the Delaware Limited Liability Company Act (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.
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 as an exhibit to the Registration
Statement and to the use of our name in the Prospectus under the caption “Legal
Matters.” 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 and the rules and regulations thereunder.
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Very
truly yours,
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Haynes
and Boone, LLP
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