Attached files
file | filename |
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8-K - FORM 8-K - Western Midstream Operating, LP | h82375e8vk.htm |
EX-4.1 - EX-4.1 - Western Midstream Operating, LP | h82375exv4w1.htm |
EX-4.2 - EX-4.2 - Western Midstream Operating, LP | h82375exv4w2.htm |
Exhibit 5.1
May 18, 2011
Western Gas Partners, LP
1201 Lake Robbins Drive
The Woodlands, Texas 77380
1201 Lake Robbins Drive
The Woodlands, Texas 77380
Ladies and Gentlemen:
We have acted as counsel for Western Gas Partners, LP, 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 proposed
offer and sale (i) by the Partnership of $500,000,000 aggregate principal amount of 5.375% Senior
Notes due 2021 (the Notes), to be issued and sold pursuant to an underwriting agreement dated May
9, 2011 (the Underwriting Agreement), by and among the Partnership, Western Gas Holdings, LLC, a
Delaware limited liability company (the General Partner), the direct and indirect wholly owned
subsidiaries of the Partnership named therein (the Subsidiary Guarantors) and the Underwriters
named therein, and (ii) by the Subsidiary Guarantors of guarantees of the Notes (the Guarantees).
The Notes and the Guarantees are referred to collectively herein as the Securities. Capitalized
terms used but not defined herein shall have the meanings given such terms in the Underwriting
Agreement.
The Securities are being offered and sold pursuant to a prospectus supplement, dated May 9,
2011, (the Prospectus Supplement) filed with the Securities and Exchange Commission (the
Commission) pursuant to Rule 424(b) on May 9, 2011, to a prospectus dated May 9, 2011 (such
prospectus, as amended and supplemented by the Prospectus Supplement, the Prospectus), included
in a Registration Statement on Form S-3 (Registration No. 333-174043) (the Registration
Statement), which Registration Statement became effective upon filing with the Commission pursuant
to Rule 462(e) under the Securities Act.
The Securities are to be issued pursuant to an Indenture (the Base Indenture), dated May 18,
2011, by and among the Partnership, the Subsidiary Guarantors and Wells Fargo Bank, National
Association, as trustee (the Trustee), as supplemented and amended by the First Supplemental
Indenture (herein so called), dated May 18, 2011, establishing the forms and terms of the
Securities. The Base Indenture, as so supplemented and amended by the First Supplemental Indenture,
is referred to as the Indenture.
We have examined, among other things, originals or copies, certified or otherwise identified
to our satisfaction, of (i) the organizational certificates, certificate of limited partnership or
formation (as the case may be) and the limited partnership or limited liability company agreements
(as the case may be) of each of the Partnership, the General Partner, and the Subsidiary
Guarantors, (ii) certain resolutions adopted by the Board of Directors of the General Partner
relating to the registration of the Securities and related matters, (iii) certain resolutions
adopted by the Pricing Committee of the Board of Directors of the General Partner, (iv) the
Registration Statement, (v) the Prospectus, (vi) each of the Base Indenture and the First
Supplemental Indenture and (vii) such other certificates, instruments and documents as we consider
appropriate for purposes of the opinions hereafter expressed. In addition, we reviewed such
questions of law as we considered appropriate.
Based on the foregoing, and subject to the assumptions, limitations and qualifications set
forth herein, we are of the opinion that, assuming the Notes have been duly authenticated by the
Trustee and paid for by the Underwriters as contemplated by the Underwriting Agreement, the Notes
will constitute valid and legally binding obligations of the Partnership, enforceable against the
Partnership in accordance with their terms, and the Guarantees will constitute valid and binding
obligations of the Subsidiary Guarantors, enforceable against the Subsidiary Guarantors in
accordance with their terms.
The opinions expressed herein are qualified in the following respects:
A. As to any facts material to the opinions 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 and the
Subsidiary Guarantors.
B. We have assumed that (i) all information contained in all documents submitted to us for
review is accurate and complete, (ii) all signatures on all documents examined by us are genuine,
(iii) all documents submitted to us as originals are originals and all documents submitted to us as
copies conform to the originals of those documents, (iv) each certificate from governmental
officials reviewed by us is accurate, complete and authentic and all public records are accurate
and complete, (v) each natural person signing any document has the legal capacity to do so; (vi)
each person signing in a representative capacity any document reviewed by us had the legal capacity
to do so, and (vii) all Securities will be issued and sold in compliance with applicable federal
and state securities laws and in the manner stated in the Prospectus and the Underwriting
Agreement.
C. The opinions expressed herein are limited in all respects to the laws of the State of New
York and we are expressing no opinion as to the effect of 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 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, |
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/s/ Vinson & Elkins L.L.P. | ||||