Attached files
file | filename |
---|---|
S-1/A - S-1/A - Enduro Resource Partners LLC | d82176a2sv1za.htm |
EX-3.2 - EX-3.2 - Enduro Resource Partners LLC | d82176a2exv3w2.htm |
EX-3.5 - EX-3.5 - Enduro Resource Partners LLC | d82176a2exv3w5.htm |
EX-8.1 - EX-8.1 - Enduro Resource Partners LLC | d82176a2exv8w1.htm |
EX-23.2 - EX-23.2 - Enduro Resource Partners LLC | d82176a2exv23w2.htm |
EX-10.2 - EX-10.2 - Enduro Resource Partners LLC | d82176a2exv10w2.htm |
EX-10.1 - EX-10.1 - Enduro Resource Partners LLC | d82176a2exv10w1.htm |
EX-23.1 - EX-23.1 - Enduro Resource Partners LLC | d82176a2exv23w1.htm |
EX-23.5 - EX-23.5 - Enduro Resource Partners LLC | d82176a2exv23w5.htm |
Exhibit 5.1
July 22, 2011
Enduro Royalty Trust
777 Main Street, Suite 800
Fort Worth, Texas 76102
777 Main Street, Suite 800
Fort Worth, Texas 76102
Re: | Enduro Royalty Trust |
Ladies and Gentlemen:
We have acted as special Delaware counsel for Enduro Royalty Trust, a Delaware statutory trust
(the Trust), in connection with the matters set forth herein. At your request, this opinion is
being furnished to you.
We have examined and relied upon such records, documents, certificates and other instruments
as in our judgment are necessary or appropriate to enable us to render the opinions expressed
below, including the following documents:
(a) | The certificate of trust of the Trust, as filed with the office of the Secretary of State of the State of Delaware (the Secretary of State) on May 3, 2011 (the Certificate of Trust); | ||
(b) | The Trust Agreement, dated as of May 3, 2011, by and among Enduro Resource Partners LLC, as trustor (the Trustor), Wilmington Trust Company, as Delaware trustee (the Delaware Trustee), and The Bank of New York Mellon, N.A., as issuer trustee (the Issuer Trustee); | ||
(c) | A form of Amended and Restated Trust Agreement to be entered into by an among the Trustor, the Delaware Trustee and the Issuer Trustee (the Trust Agreement) filed as an exhibit to the Registration Statement referred to below; | ||
(d) | The Registration Statement on Form S-1, as amended, to be filed by the Trust on or about July 22, 2011 with the Securities and Exchange |
§
§ §
One Rodney Square
§ 920 North King Street §
Wilmington, DE 19801 §
Phone: 302-651-7700 § Fax: 302-651-7701
www.rlf.com
www.rlf.com
Enduro Royalty Trust
July 22, 2011
Page 2
July 22, 2011
Page 2
Commission (the Registration Statement), including a prospectus (the Prospectus) relating to the Trust Units; and | |||
(e) | A Certificate of Good Standing for the Trust, dated July 22, 2011, obtained from the Secretary of State. |
Initially capitalized terms used herein and not otherwise defined are used as defined in the
Trust Agreement. As to various questions of fact material to our opinion, we have relied upon the
representations made in the foregoing documents.
With respect to all documents examined by us, we have assumed (i) the authenticity of all
documents submitted to us as authentic originals, (ii) the conformity with the originals of all
documents submitted to us as copies or forms, and (iii) the genuineness of all signatures.
For purposes of this opinion, we have assumed (i) that the Trust Agreement will constitute the
entire agreement among the parties thereto with respect to the subject matter thereof, including
with respect to the formation, operation and termination of the Trust, and that the Trust Agreement
and the Certificate of Trust will be in full force and effect and will not be amended, (ii) except
to the extent provided in paragraph 1 below, the due organization or due formation, as the case may
be, and valid existence in good standing of each party to the documents examined by us under the
laws of the jurisdiction governing its organization or formation, (iii) the legal capacity of
natural persons who are parties to the documents examined by us, (iv) that each of the parties
(other than the Trust) to the documents examined by us has the power and authority to execute and
deliver, and to perform its obligations under, such documents, (v) the due authorization, execution
and delivery by all parties thereto of all documents examined by us, (vi) the payment by each
Person to whom a Trust Unit is to be issued by the Trust (collectively, the Trust Unitholders)
for such Trust Unit, in accordance with the Trust Agreement and as contemplated by the Registration
Statement, (vii) that the Trust Units will be issued and sold to the Trust Unitholders in
accordance with the Trust Agreement and as contemplated by the Registration Statement and (viii)
that an entry of a notation in an ownership ledger of the Trust maintained for such purpose will be
made for each Trust Unit to evidence the ownership thereof as contemplated by the Trust Agreement.
We have not participated in the preparation of the Registration Statement (other than this opinion)
and assume no responsibility for its contents except for this opinion.
This opinion is limited to the laws of the State of Delaware (excluding the securities laws of
the State of Delaware), and we have not considered and express no opinion on the laws of any other
jurisdiction, including federal laws and rules and regulations relating thereto. Our opinions are
rendered only with respect to Delaware laws and rules, regulations and orders thereunder which are
currently in effect.
Based upon the foregoing, and upon our examination of such questions of law and statutes of
the State of Delaware as we have considered necessary or appropriate, and subject to the
assumptions, qualifications, limitations and exceptions set forth herein, we are of the opinion
that:
Enduro Royalty Trust
July 22, 2011
Page 3
July 22, 2011
Page 3
1. The Trust has been duly formed and is validly existing in good standing as a statutory
trust under the Delaware Statutory Trust Act, 12 Del. C. § 3801, et. seq.
2. When issued, the Trust Units will be validly issued, fully paid and nonassessable
beneficial interests in the Trust.
We consent to the filing of this opinion with the Securities and Exchange Commission as an
exhibit to the Registration Statement. We hereby consent to the use of our name under the heading
Legal Matters in the Prospectus. In giving the foregoing consents, we do not thereby admit that
we come within the category of persons whose consent is required under Section 7 of the Securities
Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
/s/ Richards, Layton & Finger, P.A.
EAM/JWP