Attached files
file | filename |
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8-K - FORM 8-K - LEGACY RESERVES LP | h84330e8vk.htm |
EX-1.1 - EX-1.1 - LEGACY RESERVES LP | h84330exv1w1.htm |
EX-8.1 - EX-8.1 - LEGACY RESERVES LP | h84330exv8w1.htm |
Exhibit 5.1
600 Travis, Suite 4200 Houston, Texas 77002 713.220.4200 Phone 713.220.4285 Fax andrewskurth.com |
Austin Beijing Dallas Houston London New York The Woodlands Washington, DC |
August 25, 2011
Legacy Reserves LP
303 W. Wall Street, Suite 1400
Midland, Texas 79701
303 W. Wall Street, Suite 1400
Midland, Texas 79701
Gentlemen:
We have acted as special counsel to Legacy Reserves LP, a Delaware
limited partnership (the Partnership), in connection with the
proposed issuance and sale from time to time by the Partnership of units
representing limited partner interests in the Partnership having an
aggregate offering price up to $60,000,000 (the Units) pursuant to
that certain Equity Distribution Agreement dated August 25, 2011 (the
Distribution Agreement) between the Partnership and Knight Capital
Americas, L.P.
As the basis for the opinions hereinafter expressed, we have examined
such statutes, including the Delaware Revised Uniform Limited Partnership
Act, as amended (the Delaware LP Act), regulations, corporate
records and documents of the Partnership, including the Certificate of
Limited Partnership and the Amended and Restated Agreement of Limited
Partnership (the Partnership Agreement) of the Partnership, in
each case as amended to date, 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 and not verified (i) the genuineness of all signatures on
documents examined by us, (ii) the legal capacity of all natural persons,
(iii) the authenticity of all documents submitted to us as originals and
(iv) the conformity with the original documents of all documents submitted
to us as certified, conformed or photostatic copies. We have also assumed
that all Units will be issued and sold in the manner described in the
Distribution Agreement and the Partnerships shelf registration statement on
Form S-3 (Registration No. 333-174488), filed under the Securities Act of
1933, as amended (the Securities Act), and declared effective on
July 14, 2011 (the Registration Statement) and the
prospectus supplement, dated August 25, 2011, filed pursuant to Rule
424(b) promulgated under the Securities Act, which together with the
accompanying prospectus dated July 14, 2011 shall constitute the
Prospectus.
Based upon the foregoing, and subject to the limitations,
qualifications, exceptions and assumptions set forth herein, and having due
regard for such legal considerations as we deem relevant, we are of the
opinion that (i) the issuance of the Units by the Partnership in accordance
with the terms of the Distribution Agreement has been duly authorized by
Legacy Reserves GP,
Legacy Reserves LP
August 25, 2011
Page 2
August 25, 2011
Page 2
LLC, the general partner of the Partnership and (ii)
when the Units have been issued and delivered in accordance with the terms
of the Distribution Agreement, the Units will be validly issued, and holders
of Units, in their capacity as limited partners of the Partnership, will
have no obligation to make any further payments for the purchase of Units or
contributions to the Partnership solely by reason of their ownership of
Units.
We express no opinion other than as to the federal laws of the United
States of America and the Delaware LP Act (including the applicable
provisions of the Delaware Constitution and reported judicial decisions
interpreting those laws).
We consent to the filing by you of this opinion as an exhibit to the
Partnerships Current Report on Form 8-K filed on the date hereof, and we
further consent to the use of our name under the caption Legal Matters in
the Prospectus. In giving these consents, we do not thereby 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 issued thereunder. This
opinion is expressed as of the date hereof, and we disclaim any obligation
or undertaking to advise you of any subsequent changes of the facts stated
or assumed herein or any subsequent changes in applicable law.
Very truly yours,
/s/ Andrews Kurth LLP