Attached files
file | filename |
---|---|
8-K - FORM 8-K - MARTIN MIDSTREAM PARTNERS L.P. | d75293e8vk.htm |
EX-1.1 - EX-1.1 - MARTIN MIDSTREAM PARTNERS L.P. | d75293exv1w1.htm |
EX-8.1 - EX-8.1 - MARTIN MIDSTREAM PARTNERS L.P. | d75293exv8w1.htm |
EX-99.1 - EX-99.1 - MARTIN MIDSTREAM PARTNERS L.P. | d75293exv99w1.htm |
Exhibit 5.1
2800 JPMorgan Chase Tower, 600 Travis Houston, Texas 77002 Telephone: 713-226-1200 Fax: 713-223-3717 www.lockelord.com : |
August
11, 2010
Martin Midstream Partners L.P.
4200 Stone Road
Kilgore, Texas 75662
4200 Stone Road
Kilgore, Texas 75662
Ladies and Gentlemen:
We have acted as counsel to Martin Midstream Partners L.P., a Delaware limited partnership
(the Partnership), in connection with the proposed offering and sale by the Partnership
of up to 1,000,000 common units representing limited partner interests in the Partnership (the
Common Units), pursuant to that certain Underwriting Agreement (the Underwriting
Agreement), dated as of August 11, 2010, among the Partnership, RBC Capital Markets
Corporation (the Underwriter), and the other parties named therein. The Underwriters have
an option to purchase up to 150,000 additional Common Units to cover over-allotments, if any.
We refer to the Registration Statement on Form S-3 (Registration No. 333-148146), with respect
to the Common Units being sold by the Partnership (the Registration Statement), as filed
by the Partnership with the Securities and Exchange Commission (the Commission) under the
Securities Act of 1933, as amended (the Securities Act). The Partnerships Prospectus
Supplement dated August 11, 2010 (the Prospectus Supplement), which together with the
accompanying prospectus dated January 3, 2008 (the Prospectus) filed with the
Registration Statement, has been filed pursuant to Rule 424(b) promulgated under the Securities
Act.
As the basis for the opinion hereinafter expressed, we examined the Partnerships Second
Amended and Restated Agreement of Limited Partnership (the Partnership Agreement), the
Underwriting Agreement, the Delaware Revised Uniform Limited Partnership Act (the Act),
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 making our examination, we have assumed that all signatures on
documents examined by us are genuine, that all documents submitted to us as originals are authentic
and that all documents submitted to us as certified or photostatic copies conform with the original
copies of such documents.
Based on the foregoing and on such legal considerations as we deem relevant, we are of the opinion
that:
1. | The Partnership has been duly formed and is validly existing as a limited partnership under the Act. | ||
2. | The Common Units, when issued and delivered on behalf of the Partnership against payment therefor as described in the Underwriting Agreement, will be duly authorized, validly issued, fully paid (to the extent required by the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 17-303 and 17-607 of the Act). |
This opinion is limited in all respects to the federal laws of the United States of America
and the Act, each as in effect on the date hereof.
August 11, 2010
Page 2
Page 2
At your request, this opinion is being furnished to you for filing as an exhibit to the
Partnerships Current Report on Form 8-K filed on the date hereof. We hereby consent to the
statements with respect to us under the heading Legal matters in the Prospectus Supplement and to
the filing of this opinion as an exhibit to the Partnerships Current Report on Form 8-K filed on
the date hereof. In giving this consent, we do not hereby 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,
/s/ Locke Lord Bissell & Liddell LLP
LOCKE LORD BISSELL & LIDDELL LLP