Attached files
file | filename |
---|---|
EX-1.1 - EX-1.1 - BUCKEYE PARTNERS, L.P. | h81435exv1w1.htm |
8-K - FORM 8-K - BUCKEYE PARTNERS, L.P. | h81435e8vk.htm |
EX-8.1 - EX-8.1 - BUCKEYE PARTNERS, L.P. | h81435exv8w1.htm |
EXHIBIT 5.1
April 18, 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), in connection with (i) the offer and sale by the Partnership of 4,800,000
units representing limited partner interests in the Partnership (the Offered Units)
pursuant to an Underwriting Agreement, dated as of April 14, 2011 (the Underwriting
Agreement), by and among Buckeye GP LLC, a Delaware limited liability company (the
General Partner), the Partnership, and Barclays Capital Inc., Citigroup Global Markets
Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. Incorporated and Wells Fargo Securities,
LLC, as representatives of the several Underwriters listed in Schedule 1 thereof (the
Underwriters), (ii) the potential offering and sale of up to an additional 720,000 units
representing limited partner interests in the Partnership (the Option Units and,
collectively with the Offered Units, the Units) pursuant to the exercise by the
Underwriters of an option to purchase the Option Units, and (iii) the filing of the Registration
Statement on Form S-3 (Registration No. 333-155522) (the Registration Statement) and the
prospectus included therein (the Base Prospectus) by the Partnership under the Securities
Act of 1933, as amended (the Act), with the Securities and Exchange Commission (the
SEC), pursuant to which the offering and sale of the Units are registered. On April 15,
2011, the Partnership filed with the SEC the Base Prospectus and a prospectus supplement dated
April 14, 2011 (the Prospectus Supplement) pursuant to Rule 424(b) promulgated under the
Act.
In connection with the opinion set forth below, we have examined and relied upon the
following:
(i) | the Amended and Restated Agreement of Limited Partnership of the Partnership dated as of November 19, 2010 (as amended, the Partnership Agreement) and Amendment No. 1 to the Amended and Restated Agreement of Limited Partnership of the Partnership dated as of January 18, 2011; | ||
(ii) | copies of the formation, organizational and other governing documents of the General Partner and the Partnership; | ||
(iii) | copies of resolutions duly adopted by the Board of Directors of the General Partner; | ||
(iv) | the Registration Statement, the Preliminary Prospectus and the Prospectus; | ||
(v) | the Underwriting Agreement; and | ||
(vi) | such other documents and records as we have deemed necessary or advisable for purposes of the opinion expressed below. |
April 18, 2011 Page 2
In connection with rendering the opinion 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.
Based on the foregoing and on such legal considerations as we deem relevant, we are of the
opinion that when the Units have been issued and delivered in accordance with the terms of the
Underwriting Agreement and upon payment of the consideration therefor provided for therein, such
Units will be validly issued and, under the Delaware Revised Uniform Limited Partnership Act (the
Delaware Act), the purchasers of the Units will have no obligation to make payments for
their purchase of such Units (other than the initial purchase price) or contributions to the
Partnership solely by reason of their ownership of the Units or their status as limited partners of
the Partnership.
With respect to the lack of obligation to make contributions to the Partnership, the Delaware
Act provides that a limited partner who receives a distribution after which the liabilities of the
Partnership, other than liabilities to partners on account of their partnership interests and
liabilities for which the recourse of creditors is limited to specific property of the Partnership,
would exceed the fair value of the assets of the Partnership and knew at the time the distribution
was in violation of the Delaware Act will be liable to the Partnership for the amount of the
distribution for three years from the date of the distribution. Further, the Delaware Act provides
that, upon the winding up of the Partnership, if (a) the Partnership distributes its assets other
than in the following order: (i) to creditors in satisfaction of their liabilities; (ii) to
partners and former partners in satisfaction of liabilities for distributions owed under the
Partnership Agreement; (iii) to partners for the return of their contribution; and (iv) to the
partners in the proportions in which the partners share in distributions and (b) a limited partner
receives a distribution of assets other than the order described in (a) and knew at time the
distribution was other than the order described in (a) will be liable to the Partnership for three
years from the date of the distribution.
The opinion expressed is limited in all respects to the Delaware Act, the Delaware Limited
Liability Company Act, the laws of the State of New York and the federal laws of the United States
of America and 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 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 into the Registration Statement and 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 Act or
the rules and regulations of the SEC issued thereunder.
Very truly yours,
Vinson & Elkins L.L.P. |
||||