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8-K - FORM 8-K - ENBRIDGE ENERGY PARTNERS LPd8k.htm
EX-1.1 - UNDERWRITING AGREEMENT - ENBRIDGE ENERGY PARTNERS LPdex11.htm

Exhibit 5.1

LOGO

 

 

Fulbright Tower 1301 McKinney, Suite 5100 Houston, Texas 77010-3095

Main: 713 651 5151 Facsimile: 713 651 5246

September 6, 2011

Enbridge Energy Partners, L.P.

1100 Louisiana Street, Suite 3300

Houston, Texas 77002

Ladies and Gentlemen:

We have acted as counsel to Enbridge Energy Partners, L.P., a Delaware limited partnership (the “Partnership”), in connection with the proposed offering by the Partnership of $600,000,000 aggregate principal amount of the Partnership’s 4.20% Notes due 2021 (the “2021 Notes”) and $150,000,000 aggregate principal amount of the Partnership’s 5.50% Notes due 2040 (the “2040 Notes” and, together with the “2021 Notes”, collectively, the “Notes”). The 2021 Notes are to be issued pursuant to an Indenture dated May 27, 2003, as amended by the Twelfth Supplemental Indenture (as so amended and supplemented, the “2021 Notes Indenture”), and the 2040 Notes are to be issued pursuant to an Indenture dated May 27, 2003, as amended by the Eleventh Supplemental Indenture (as so amended and supplemented, the “2040 Notes Indenture” and, together with the 2021 Notes Indenture, collectively referred to as the “Indenture”) between the Partnership and U.S. Bank National Association, successor to SunTrust Bank, as trustee, which establishes the forms and terms of the Notes pursuant to the Indenture. We refer to the registration statement on Form S-3 (Registration No. 333-156619) (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) by the Partnership on January 8, 2009, including the base prospectus contained therein, and the prospectus supplement (the “Prospectus Supplement”) filed with the Commission on September 7, 2011 relating to the offering of the Notes.

As counsel to the Partnership, we have examined originals or copies of such corporate records of the Partnership, certificates and other communications of public officials, certificates of officers of the Partnership and such other documents and questions of law as we have deemed necessary or appropriate for the purposes of this opinion. In such examinations, we have assumed the genuineness of signatures and the conformity to the originals of the documents supplied to us as copies. As to various questions of fact material to this opinion, we have relied upon statements and certificates of officers and representatives of the Partnership. Without limiting the foregoing, we have examined the Underwriting Agreement, dated September 6, 2011, among the Partnership and Citigroup Global Markets Inc., RBS Securities Inc. and Wells Fargo Securities, LLC and the other underwriters named therein, as Underwriters (the “Underwriting Agreement”).

Based upon the foregoing, and subject to the limitations, qualifications, assumptions and exceptions stated herein, we are of the opinion that the Notes have been duly authorized and, when executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters pursuant to the Underwriting Agreement, will, under the laws of the State of New York, constitute legal and binding obligations of the Partnership. We express no opinion as to the binding effect or enforceability of any provisions exculpating a party from, or requiring indemnification of a party for, liability for its own action or inaction, to the extent the action or inaction involves gross negligence, recklessness, willful misconduct or unlawful conduct.

AUSTIN BEIJING DALLAS DENVER DUBAI HONG KONG HOUSTON LONDON LOS ANGELES MINNEAPOLIS

MUNICH NEW YORK PITTSBURGH-SOUTHPOINTE RIYADH SAN ANTONIO ST. LOUIS WASHINGTON DC

www.fulbright.com


Enbridge Energy Partners, L.P.

September 6, 2011

The opinions expressed herein are limited exclusively to the General Corporation Law of the State of Delaware, the Delaware Revised Uniform Limited Partnership Act, the Delaware Limited Liability Company Act and the applicable provisions of the Delaware constitution and reported decisions concerning such laws, the laws of the State of Texas, the laws of the State of New York and the federal laws of the United States of America, and we are expressing no opinion as to the effect of the laws of any other jurisdiction. We hereby consent to the filing of this opinion as an Exhibit to the Registration Statement and to the references to us under “Legal Matters” in the Prospectus Supplement.

Very truly yours,

/s/ Fulbright & Jaworski L.L.P.

Fulbright & Jaworski L.L.P.