Attached files
file | filename |
---|---|
8-K - FORM 8-K - Regency Energy Partners LP | d85090e8vk.htm |
EX-8.1 - EX-8.1 - Regency Energy Partners LP | d85090exv8w1.htm |
EX-1.1 - EX-1.1 - Regency Energy Partners LP | d85090exv1w1.htm |
EX-99.1 - EX-99.1 - Regency Energy Partners LP | d85090exv99w1.htm |
Exhibit 5.1
811 Main Street, Suite 3700 | ||||
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October 13, 2011
Regency Energy Partners LP
2001 Bryan Street, Suite 3700
Dallas, TX 75201
2001 Bryan Street, Suite 3700
Dallas, TX 75201
Re: | Registration Statement No. 333-163424; Issuance of up to 11,500,000 common units representing limited partner interests |
Ladies and Gentlemen:
We have acted as special counsel to Regency Energy Partners LP, a Delaware limited partnership
(the Partnership), in connection with the proposed issuance of up to 11,500,000 common units
representing limited partner interests in the Partnership (the Units). The Units are included in
a registration statement on Form S-3 under the Securities Act of 1933, as amended (the Act),
filed with the Securities and Exchange Commission (the Commission) on December 1, 2009
(Registration No. 333-163424) (as amended, the Registration Statement). This opinion is being
furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act,
and no opinion is expressed herein as to any matter pertaining to the contents of the Registration
Statement or related Prospectus Supplement dated October 7, 2011 to the Prospectus dated December
1, 2009 (collectively, the Prospectus), other than as expressly stated herein with respect to the
issue of the Units.
As such counsel, we have examined such matters of fact and questions of law as we have
considered appropriate for purposes of this letter. With your consent, we have relied upon
certificates and other assurances of officers of the general partner of the Partnerships general
partner and others as to factual matters without having independently verified such factual
matters. We are opining herein as to the Delaware Revised Uniform Limited Partnership Act (the
Delaware LP Act), and we express no opinion with respect to any other laws.
Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of
the date hereof, when the Units shall have been duly registered on the books of the transfer agent
and registrar therefor in the name or on behalf of the purchasers and have been issued by the
Partnership against payment therefor in the circumstances contemplated by the underwriting
agreement filed as an exhibit to the Partnerships Current Report on Form 8-K filed with the
October 13, 2011
Page 2
Page 2
Commission on October 13, 2011 and the Prospectus, the issue and sale of the Units will have
been duly authorized by all necessary limited partnership action of the Partnership, and the Units
will be validly issued, fully paid and nonassessable.
This opinion is for your benefit in connection with the Registration Statement and may be
relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of
the Act. We consent to your filing this opinion as an exhibit to the Partnerships Form 8-K dated
October 13, 2011 and to the reference to our firm in the Prospectus under the heading Legal
Matters. In giving such consent, we do not thereby admit that we are in the category of persons
whose consent is required under Section 7 of the Act or the rules and regulations of the Commission
thereunder.
Very truly yours,
/s/ LATHAM & WATKINS LLP