Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - BUCKEYE PARTNERS, L.P. | h78730e8vk.htm |
| EX-1.1 - EX-1.1 - BUCKEYE PARTNERS, L.P. | h78730exv1w1.htm |
| EX-12.1 - EX-12.1 - BUCKEYE PARTNERS, L.P. | h78730exv12w1.htm |
Exhibit 5.1
January 7, 2011
Buckeye Partners, L.P.
One Greenway Plaza
Suite 600
Houston, Texas 77046
One Greenway Plaza
Suite 600
Houston, Texas 77046
Ladies and Gentlemen:
We have acted as counsel to Buckeye 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 $650,000,000 aggregate principal amount of 4.875% notes due 2021 (the
“Notes”), to be issued and sold pursuant to the Underwriting Agreement dated January 4, 2011 by and
among Barclays Capital Inc. and SunTrust Robinson Humphrey, Inc., as representatives of the
Underwriters, the Partnership and Buckeye GP LLC (the “Underwriting Agreement”).
The Notes are being offered and sold pursuant to a prospectus supplement dated January 4, 2011
(the “Prospectus Supplement”) filed with the Securities and Exchange Commission (the “Commission”)
pursuant to Rule 424(b) on January 6, 2011, to the prospectus dated November 20, 2008 (such
prospectus, as amended and supplemented by the Prospectus Supplement, the “Prospectus”), included
in and forming part of the Registration Statement on Form S-3 (Registration No. 333-155522) (as
amended, the “Registration Statement”). Capitalized terms used but not defined herein shall have
the meanings given such terms in the Underwriting Agreement.
The Notes are to be issued as securities pursuant to that certain Indenture, dated as of July
10, 2003 (the “Base Indenture”), between the Partnership and U.S. Bank National Association
(successor-in-interest to SunTrust Bank), as trustee, as amended and supplemented by the Seventh
Supplemental Indenture thereto, to be dated as of January 13, 2011 (the “Supplemental Indenture”),
by and between the Partnership and U.S. Bank National Association (successor to SunTrust Bank) (the Base Indenture, as so amended by
the Supplemental Indenture, the “Indenture”).
In rendering the opinion set forth below, we have examined and relied upon (i) the
Registration Statement, the Prospectus Supplement and the Prospectus; (ii) the Partnership’s
Amended and Restated Agreement of Limited Partnership; (iii) the Underwriting Agreement; (iv) the
Base Indenture and a form of the Supplemental Indenture and (v) such other certificates, statutes
and other instruments and documents as we consider appropriate for
Vinson & Elkins LLP Attorneys at Law Abu Dhabi Austin Beijing Dallas Dubai Hong Kong Houston London Moscow New York Palo Alto Shanghai Tokyo Washington |
666 Fifth Avenue, 26th Floor New York, NY 10103-0040 Tel +1.212.237.0000 Fax +1.212.237.0100 www.velaw.com |
January 7, 2011 Page 2
purposes of the opinion hereafter expressed. In addition, we reviewed such questions of law as we considered appropriate.
Based upon and subject to the foregoing and the assumptions, limitations and qualifications
set forth herein, we are of the opinion that the Notes will, when they have been duly executed,
authenticated, issued and delivered in accordance with the provisions of the Indenture and duly
purchased and paid for in accordance with the terms of the Underwriting Agreement, constitute valid
and legally binding obligations of the Partnership, enforceable against the Partnership in
accordance with their terms.
The opinion expressed herein is qualified in the following respects:
A. As to any facts material to the opinion contained herein, we have made no independent
investigation of such facts and have relied, to the extent that we deem such reliance proper, upon
certificates of public officials and officers or other representatives of the Partnership.
B. We have assumed that (i) all information contained in all documents submitted to us for
review is accurate and complete, (ii) each such document submitted to us as an original is
authentic and each such document submitted to us as a copy conforms to an authentic original of
such document, (iii) all signatures on each document examined by us are genuine, (iv) each
certificate from governmental officials reviewed by us is accurate, complete and authentic, and all
official public records are accurate and complete and (v) each natural person signing any document
reviewed by us had the legal capacity to do so and each person signing in a representative capacity
any document reviewed by us had authority to sign in such capacity.
C. The opinion is limited in all respects to the laws of the State of New York. We do
not express any opinions as to the laws of any other jurisdiction.
D. The opinion is qualified to the extent that the enforceability of any document, instrument
or security may be limited by or subject to bankruptcy, insolvency, fraudulent transfer or
conveyance, reorganization, moratorium or other similar laws relating to or affecting creditors’
rights generally, and general equitable or public policy principles.
E. We express no opinions concerning (i) the validity or enforceability of any provisions
contained in the Indenture that purport to waive or not give effect to rights to notices, defenses,
subrogation or other rights or benefits that cannot be effectively waived under applicable law or
(ii) the enforceability of indemnification provisions to the extent they purport to relate to
liabilities resulting from or based upon negligence or any violation of federal or state securities
or blue sky laws.
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
January 7, 2011 Page 3
the reference to our Firm under the heading “Legal Matters” in the Prospectus Supplement and the Prospectus. In giving
such 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, VINSON & ELKINS L.L.P. |
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| /s/ Vinson & Elkins L.L.P. | ||||