Attached files
file | filename |
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8-K - FORM 8-K - PLAINS ALL AMERICAN PIPELINE LP | h84202e8vk.htm |
EX-1.1 - EX-1.1 - PLAINS ALL AMERICAN PIPELINE LP | h84202exv1w1.htm |
EX-8.1 - EX-8.1 - PLAINS ALL AMERICAN PIPELINE LP | h84202exv8w1.htm |
Exhibit 5.1
August 17, 2011
Plains All American Pipeline, L.P.
333 Clay Street, Suite 1600
Houston, Texas 77002
333 Clay Street, Suite 1600
Houston, Texas 77002
Ladies and Gentlemen:
We have acted as counsel for Plains All American Pipeline, 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 a certain unitholder (the Selling Unitholder) of the Partnership
of up to 9,879,612 common units representing limited partner interests in the Partnership (the
Units). We have participated in the preparation of a Prospectus Supplement dated August 12, 2011
(the Prospectus Supplement) and the Prospectus dated December 11, 2008 (the Prospectus) forming
part of the Registration Statement on Form S-3 (No. 333-155673) (the Registration Statement) to
which this opinion is an exhibit. 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 Third Amended and
Restated Agreement of Limited Partnership of the Partnership, dated as of June 27, 2001, as amended
as of the date hereof; (iii) an Underwriting Agreement, dated August 12, 2011 relating to the
offering and sale of up to 8,625,000 of the Units (the Underwriting Agreement), a copy of which is
being filed with the Securities and Exchange Commission as an exhibit to the Partnerships Current
Report on Form 8-K prior to the closing of the sale of the Units; (iv) the purchase agreements,
dated August 12, 2011, between the Selling Unitholder and the purchasers named therein relating to
the offering and sale of up to 1,254,612 of the Units (the Purchase Agreements) and (v) such other
certificates, statutes 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 transferred and sold
in compliance with the manner stated in the Prospectus Supplement, the Prospectus, the Underwriting
Agreement and the Purchase Agreements.
Based upon and subject to the foregoing and the assumptions, limitations and qualifications
set forth herein, we are of the opinion that the Units have been validly issued, fully paid and
non-assessable, except as described in the Prospectus Supplement and the Prospectus.
The opinions expressed herein are qualified in the following respects:
A. | We have assumed, without independent verification, that the certificates for the Units will conform to the specimens thereof examined by us and will have been duly countersigned by a transfer agent and duly registered by a registrar of the Units. | ||
B. | 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. | ||
C. | This opinion is limited in all respects to federal laws, 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 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. | ||||