Attached files
file | filename |
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S-1/A - FORM S-1/A - American Midstream Partners, LP | h80486a5sv1za.htm |
EX-8.1 - EX-8.1 - American Midstream Partners, LP | h80486a5exv8w1.htm |
EX-3.6 - EX-3.6 - American Midstream Partners, LP | h80486a5exv3w6.htm |
EXHIBIT 5.1
600 Travis, Suite 4200 Houston, Texas 77002 713.220.4200 Phone 713.220.4285 Fax andrewskurth.com |
July 1, 2011
American Midstream Partners, LP
1614 15th Street, Suite 300
Denver, Colorado 80202
1614 15th Street, Suite 300
Denver, Colorado 80202
Ladies and Gentlemen:
We have acted as special counsel to American Midstream Partners, LP, a Delaware limited
partnership (the Partnership), in connection with the registration under the Securities
Act of 1933, as amended (the Securities Act), of the offering and sale by the Partnership
of up to an aggregate of 4,312,500 common units representing limited partner interests in the
Partnership (the Common Units).
As the basis for the opinion hereinafter expressed, we have examined such statutes, including
the Delaware Revised Uniform Limited Partnership Act (the Delaware Act), regulations,
corporate records and documents, certificates of corporate and public officials, and other
instruments and documents as we have 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, the authenticity of all documents submitted to us as originals and the conformity
with the original documents of all documents submitted to us as certified, conformed or photostatic
copies.
Based on the foregoing and on such legal considerations as we deem relevant, we are of the
opinion that the Common Units, when issued and delivered on behalf of the Partnership against
payment therefor as described in the Partnerships Registration Statement on Form S-1 (Commission
File No. 333-173191), as amended, relating to the Common Units (the Registration
Statement), will be duly authorized, validly issued, fully paid and non-assessable.
We express no opinion other than as to the federal laws of the United States of America and
the Delaware Act (including the statutory provisions, all applicable provisions of the Delaware
constitution and reported judicial decisions interpreting the foregoing). We hereby consent to the
reference to us under the heading Validity of the Common Units in the prospectus forming a part
of the Registration Statement and to the filing of this opinion as an exhibit to the Registration
Statement. In giving this consent, we do not thereby admit that we are included in 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, |
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/s/ Andrews Kurth LLP | ||||