Attached files
file | filename |
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8-K - FORM 8-K - El Paso Pipeline Partners, L.P. | h71845e8vk.htm |
EX-1.1 - EX-1.1 - El Paso Pipeline Partners, L.P. | h71845exv1w1.htm |
Exhibit 5.1
600 Travis, Suite 4200 Houston, Texas 77002 713.220.4200 Phone 713.220.4285 Fax andrewskurth.com |
March 30, 2010
El Paso Pipeline Partners, L.P.
El Paso Pipeline Partners Operating Company, L.L.C.
El Paso Building
1001 Louisiana Street
Houston, Texas 77002
El Paso Pipeline Partners Operating Company, L.L.C.
El Paso Building
1001 Louisiana Street
Houston, Texas 77002
Ladies and Gentlemen:
We have acted as special counsel to El Paso Pipeline Partners, L.P., a Delaware limited
partnership (the Guarantor), and El Paso Pipeline Partners Operating Company, L.L.C., a
Delaware limited liability company and a wholly-owned subsidiary of the Guarantor (the
Issuer), in connection with the public offering of $425,000,000 aggregate principal
amount of the Issuers 6.50% senior notes due 2020 (the Notes). The Notes are being
issued under an Indenture dated as of March 30, 2010 (the Base Indenture) between the
Issuer and HSBC Bank USA, National Association, as trustee (the Trustee), as amended and
supplemented by the First Supplemental Indenture thereto dated as of March 30, 2010 (the
Supplemental Indenture), among the Issuer, the Guarantor and the Trustee. The Base
Indenture, as amended and supplemented by the Supplemental Indenture, is referenced herein as the
Indenture. The Notes are being guaranteed by the Guarantor pursuant to the guarantee
included the Indenture (the Guarantee), and are being sold by the Issuer to several
underwriters pursuant to an Underwriting Agreement dated as of dated March 25, 2010 (the
Underwriting Agreement) among (i) the Issuer, (ii) the Guarantor and (iii) Morgan Stanley
& Co. Incorporated, RBS Securities Inc., BNP Paribas Securities Corp. and Scotia Capital (USA)
Inc., as representatives of the several underwriters named therein. The Issuer and the Guarantor
are referred to collectively herein as the Obligors.
This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of
Regulation S-K under the Securities Act of 1933, as amended (the Securities Act).
In rendering the opinions set forth herein, we have examined and relied on originals or
copies, certified or otherwise identified to our satisfaction, of the following:
(i) the registration statement on Form S-3 ASR (Registration No. 333-165679) filed by the
Issuer with the Securities and Exchange Commission (the SEC) on March 25, 2010 (such
registration statement, including the form of prospectus included therein and the documents
incorporated by reference therein, being referred to herein as the Registration
Statement);
El Paso Pipeline Partners, L.P.
March 30, 2010
Page 2
March 30, 2010
Page 2
(ii) the prospectus dated March 25, 2010, included in the Registration Statement, relating to
the offering from time to time of certain securities of the Issuer and certain securities of the
Guarantor (the Base Prospectus);
(iii) the preliminary prospectus supplement dated March 25, 2010, relating to the Notes, in
the form filed on March 25, 2010 with the SEC, pursuant to Rule 424(b)(3) under the Securities Act
(such prospectus supplement, together with the Base Prospectus, being referred to herein as the
Preliminary Prospectus);
(iv) the term sheet dated March 25, 2010 relating to the Notes, filed on March 26, 2010 with
the SEC as a free writing prospectus, pursuant to Rules 164 and 433 under the Securities Act;
(v) the prospectus supplement dated March 25, 2010, relating to the Notes, in the form filed
on March 26, 2010 with the SEC, pursuant to Rule 424(b)(5) under the Securities Act (such
prospectus supplement, together with the Base Prospectus, being referred to herein as the
Prospectus);
(vi) the Underwriting Agreement;
(vii) the Indenture;
(viii) the form of the Notes attached to the Supplemental Indenture;
(ix) the global note (the Global Note) executed by the Issuer pursuant to the
Indenture, in the aggregate principal amount of $425,000,000, representing the Notes purchased and
sold pursuant to the Underwriting Agreement;
(x) the Certificate of Limited Partnership of the Guarantor, and the Amended and Restated
Agreement of Limited Partnership of the Guarantor, in each case as amended to date;
(xi) the Certificate of Formation and the Amended and Restated Limited Liability Company
Agreement of El Paso Pipeline GP Company, L.L.C., a Delaware limited liability company and the
general partner of the Guarantor (the Guarantor General Partner), in each case as amended
to date;
(xii) resolutions of the Board of Directors of the Guarantor General Partner and resolutions
of the Pricing Committee of the Board of Directors of the Guarantor General Partner certified by
the Assistant Secretary of the Guarantor General Partner; and
(xiii) the Certificate of Formation and the Amended and Restated Limited Liability Company
Agreement of the Issuer, in each case as amended to date;
We have also examined originals or copies, certified or otherwise identified to our
satisfaction, of such records of the Obligors and such agreements, certificates of public
officials, certificates of officers or other representatives of the Obligors and others, and such
other
documents, certificates and records as we have deemed necessary or appropriate as a basis for
the opinions set forth herein.
El Paso Pipeline Partners, L.P.
March 30, 2010
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March 30, 2010
Page 3
In our examination, we have assumed the legal capacity of all natural persons, the genuineness
of all signatures, the authenticity of all documents submitted to us as originals and the
conformity to authentic original documents of all documents submitted to us as certified, conformed
or photostatic copies. In making our examination of executed documents or documents to be
executed, we have assumed that the parties thereto, other than the Obligors, had or will have the
power, corporate or other, to enter into and perform all obligations thereunder and have also
assumed the due authorization by all requisite action, corporate or other, and the due execution
and delivery by such parties of such documents and, to the extent such documents purport to
constitute agreements, such documents constitute valid and binding obligations of such parties. As
to any facts material to the opinions expressed herein which we have not independently established
or verified, we have relied upon statements and representations of officers and other
representatives of the Obligors and others.
We express no opinion other than as to the laws of the State of New York that are normally
applicable to transactions of the type contemplated by the Underwriting Agreement, the Indenture
and the Notes.
Based upon the foregoing and subject to the limitations, qualifications, exceptions and
assumptions set forth herein, we are of the opinion that when (i) the Base Indenture (in the form
examined by us) has been duly executed and delivered by the Issuer and the Trustee, (ii) the
Supplemental Indenture (in the form examined by us) has been duly executed and delivered by the
Obligors and the Trustee in accordance with the terms of the Base Indenture and (iii) the Global
Note (in the form examined by us) has been duly executed by the Issuer and authenticated by the
Trustee in accordance with the terms of the Indenture and has been delivered in accordance with the
terms of the Underwriting Agreement and the Indenture, the Notes will constitute valid and legally
binding obligations of the Issuer, and the Guarantee will constitute a valid and legally binding
obligation of the Guarantor.
Our opinion above is subject to applicable bankruptcy, insolvency (including, without
limitation, all laws relating to fraudulent transfer or conveyance), reorganization, moratorium and
other similar laws affecting creditors rights generally and to general principles of equity
(regardless of whether enforcement is sought in a proceeding in equity or at law), including,
without limitation, (a) the possible unavailability of specific performance, injunctive relief or
any other equitable remedy and (b) concepts of materiality, reasonableness, good faith and fair
dealing, and we express no opinion herein with respect to provisions relating to severability or
separability. Our opinion, insofar as it pertains to the choice of law provision of the Notes and
the Indenture, is rendered solely in reliance upon New York General Obligations Law Section 5-1401,
and is expressly conditioned upon the assumption that the legality, validity, binding effect and
enforceability of said provision will be determined by a court of the State of New York or a United
States federal court sitting in New York and applying New York choice of law rules, including said
Section 5-1401. We express no opinion as to any constitutional limitations upon said Section 5-1401
or their effect, if any, upon any opinion herein expressed.
El Paso Pipeline Partners, L.P.
March 30, 2010
Page 4
March 30, 2010
Page 4
In rendering the opinion expressed above with respect to the Notes, we have assumed that the
form and terms of the Notes, the issuance, sale and delivery thereof by the Issuer, and the
incurrence and performance by the Obligors of their respective obligations under the Indenture and
the incurrence and performance of the Issuers obligations under the Notes, in each case, will
comply with, and will not violate, any applicable order, judgment, decree or award, or any
contract, indenture, mortgage, loan agreement, note, lease or other agreement or instrument, in
each case, binding upon either of the Obligors, or to which the issuance, sale and delivery of the
Notes or the Guarantee, or the incurrence and performance of such obligations, may be subject.
We hereby consent to the filing of this opinion with the SEC as an exhibit to a Current Report
of the Guarantor on Form 8-K and to the reference to this firm under the heading Legal Matters in
the Preliminary Prospectus and the Prospectus. In giving this consent, we do not thereby admit
that we are included in the category of persons whose consent is required under Section 7 of the
Securities Act or the rules and regulations of the SEC. This opinion is expressed as of the date
hereof, and we disclaim any undertaking to advise you of any subsequent changes in the facts stated
or assumed herein, or of any subsequent changes in law.
Very truly yours,
/s/ Andrews Kurth LLP