Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - Archrock Partners, L.P. | h82593e8vk.htm |
| EX-8.1 - EX-8.1 - Archrock Partners, L.P. | h82593exv8w1.htm |
| EX-1.1 - EX-1.1 - Archrock Partners, L.P. | h82593exv1w1.htm |
| EX-99.1 - EX-99.1 - Archrock Partners, L.P. | h82593exv99w1.htm |
Exhibit 5.1
May 25, 2011
Exterran Partners, L.P.
16666 Northchase Drive
Houston, Texas 77060
16666 Northchase Drive
Houston, Texas 77060
Ladies and Gentlemen:
We have acted as counsel for Exterran 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 up to 5,750,000 common units representing limited partner interests in
the Partnership (the “Units”). We have participated in the preparation of a Prospectus Supplement
dated May 25, 2011 (the “Prospectus Supplement”) and the Prospectus dated March 18, 2010 (the
“Prospectus”) forming part of the Registration Statement on Form S-3 (No. 333-164258) (the
“Registration Statement”). The Prospectus Supplement has been filed pursuant to Rule 424(b)
promulgated under the Securities Act.
In rendering the opinions set forth below, we have examined and relied upon (i) the
Registration Statement, the Prospectus Supplement and the Prospectus; (ii) the First Amended and
Restated Agreement of Limited Partnership of the Partnership, dated as of January 1, 2007, as
amended by Amendment No. 1 to the First Amended and Restated Agreement of Limited Partnership of
the Partnership dated April 14, 2008; (iii) the Underwriting Agreement, dated May 25, 2011,
relating to the offering and sale of the Units (the “Underwriting Agreement”); (iv) resolutions of
the Board of Directors of the general partner of the general partner dated May 23, 2011 and the
pricing committee thereof dated May 25, 2011; and (v) such other certificates and other instruments
and documents as we consider appropriate for purposes of the opinions hereafter expressed.
In connection with this opinion, we have assumed that all Units will be issued and sold in the
manner stated in the Prospectus Supplement, the Prospectus, and the Underwriting Agreement.
Based upon the foregoing and subject to the assumptions, exceptions, limitations and
qualifications set forth below, we are of the opinion that when the Units have been issued and
delivered in accordance with the terms of the Underwriting Agreement, then the Units will be
validly issued, fully paid and non-assessable, except as described in the Registration Statement,
the Prospectus Supplement and the Prospectus.
Vinson & Elkins LLP Attorneys at Law
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Houston, TX 77002-6760 | |
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Tel 713.758.2222 Fax 713.758.2346 www.velaw.com |
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May 25, 2011 Page 2 |
The opinions expressed herein are qualified in the following respects:
A. We have assumed that (i) each document submitted to us for review is accurate and complete,
each such document that is an original is authentic, each such document that is a copy conforms to
an authentic original and all signatures on each such document are genuine, and (ii) each
certificate from governmental officials reviewed by us is accurate, complete and authentic, and all
official public records are accurate and complete.
B. This opinion is limited in all respects to the federal laws of the United States, the
Delaware Revised Uniform Limited Partnership Act and the Constitution of the State of Delaware, as
interpreted by the courts of the State of Delaware and of the United States. We are expressing no
opinion as to the effect of the laws of any other jurisdiction.
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
this 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 Securities and Exchange
Commission issued thereunder.
Very truly yours,
/s/ Vinson & Elkins LLP