Attached files
file | filename |
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8-K - FORM 8-K - AMERIGAS PARTNERS LP | c21495e8vk.htm |
EX-4.2 - EXHIBIT 4.2 - AMERIGAS PARTNERS LP | c21495exv4w2.htm |
EX-4.1 - EXHIBIT 4.1 - AMERIGAS PARTNERS LP | c21495exv4w1.htm |
Exhibit 5.1
August 10, 2011
AmeriGas Partners, L.P.
AmeriGas Finance Corp.
460 North Gulph Road
King of Prussia, PA 19406
AmeriGas Finance Corp.
460 North Gulph Road
King of Prussia, PA 19406
RE: | AmeriGas Partners, L.P. and AmeriGas Finance Corp. Registration Statement on Form S-3 (Registration No. 333-159076 and 333-159076-01) |
Ladies and Gentlemen:
We have acted as counsel to AmeriGas Partners, L.P., a Delaware limited partnership (the
Partnership), and AmeriGas Finance Corp., a Delaware corporation and a wholly owned
subsidiary of the Partnership (Finance Corp. and, together with the Partnership, the
Issuers), in connection with (i) the issuance and sale by the Issuers of $450,000,000
aggregate principal amount of their 6.25% Senior Notes due 2019 (the Notes) pursuant to
the terms of an Underwriting Agreement, dated as of July 27, 2011 (the Underwriting
Agreement), among the Issuers, AmeriGas Propane, L.P., AmeriGas Propane, Inc. and Credit
Suisse Securities (USA) LLC, J.P. Morgan Securities LLC, Wells Fargo Securities, LLC, and Citigroup
Global Markets Inc., as representatives of the several underwriters named on Schedule II thereto,
and (ii) the filing of the above-referenced Registration Statement (the Registration
Statement) on May 8, 2009, under the Securities Act of 1933, as amended (the Act),
with the Securities and Exchange Commission (the Commission), pursuant to which the Notes
are registered under the Act.
The Notes have been issued under an Indenture dated as of January 20, 2011, as supplemented and
amended by that certain Second Supplemental Indenture thereto dated as of August 10, 2011 (as so
supplemented and amended, the Indenture), by and among the Issuers and U.S. Bank National
Association, as trustee (the Trustee).
In connection with this opinion letter, we have examined the Registration Statement, the Indenture,
originals, or copies certified or otherwise identified to our satisfaction of the Partnerships
Certificate of Limited Partnership, as amended, and Fourth Amended and Restated Agreement of
Limited Partnership, dated as of July 27, 2009, and Finance Corp.s Articles of Incorporation and
Bylaws and such other documents, records and other instruments as we have deemed appropriate for
purposes of the opinion set forth herein.
We have assumed, without any independent investigation or verification of any kind, the genuineness
of all signatures, the legal capacity of all natural persons, the authenticity of the documents
submitted to us as originals, the conformity with the originals of all documents submitted to us as
certified, facsimile or photostatic copies and the authenticity of the originals of all documents
submitted to us as copies.
We have also assumed, without any independent investigation or verification of any kind, that the
Indenture has been duly authorized, executed and delivered by the Trustee, that the Indenture
constitutes a legal, valid and binding obligation of the Trustee, and that the Trustee has the
requisite organizational and legal power and authority to perform its obligations under the
Indenture.
AmeriGas Partners, L.P.
AmeriGas Finance Corp.
August 10, 2011
Page 2
AmeriGas Finance Corp.
August 10, 2011
Page 2
Based upon the foregoing, we are of the opinion that the Notes constitute valid and binding
obligations of the Issuers.
The opinions expressed above are subject to the following limitations and qualifications:
A. | The opinions expressed herein are subject to bankruptcy, insolvency, fraudulent transfer and other similar laws affecting the rights and remedies of creditors generally and general principles of equity. |
B. | The opinions expressed herein are limited to the laws of the State of New York, the Delaware General Corporation Law and the Delaware Revised Uniform Limited Partnership Act, and we express no opinion with respect to the laws of any other state or jurisdiction. |
We hereby consent to the use of this opinion as Exhibit 5.1 to the Registration Statement and
to the reference to us under the caption Legal Matters in the prospectus included in the
Registration Statement. In giving such consent, we do not hereby admit that we are acting within
the category of persons whose consent is required under Section 7 of the Act or the rules or
regulations of the Commission thereunder.
Very truly yours,
/s/ Morgan, Lewis & Bockius LLP
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