Attached files
file | filename |
---|---|
S-1/A - FORM S-1/A - Mid-Con Energy Partners, LP | h83468a3sv1za.htm |
EX-8.1 - EX-8.1 - Mid-Con Energy Partners, LP | h83468a3exv8w1.htm |
EX-23.1 - EX-23.1 - Mid-Con Energy Partners, LP | h83468a3exv23w1.htm |
EX-23.2 - EX-23.2 - Mid-Con Energy Partners, LP | h83468a3exv23w2.htm |
Exhibit 5.1
Fifteenth Floor | ||
1100 ONEOK Plaza
|
One Leadership Square | |
100 West Fifth Street
|
211 North Robinson | |
Tulsa, Oklahoma 74103-4217
|
Oklahoma City, OK 73102-7101 | |
Telephone (918) 595-4800
|
Telephone (405) 235-5500 | |
Fax (918) 595-4990
|
Fax (405) 235-2875 | |
www.gablelaw.com
|
www.gablelaw.com |
December
1, 2011
Mid-Con Energy Partners, LP
2431 East 61st Street, Suite 850
Tulsa, OK 74136
2431 East 61st Street, Suite 850
Tulsa, OK 74136
Ladies and Gentlemen:
We
have acted as special counsel to Mid-Con Energy Partners, LP, a Delaware limited
partnership (the Partnership), in connection with the registration under the Securities Act of
1933, as amended (the Securities Act), of the offering and sale by the Partnership of up to an
aggregate of 6,210,000 common units representing limited partner interests in the Partnership (the
Common Units).
As the basis for the opinion hereinafter expressed, we have examined such statutes, including
the Delaware Revised Uniform Limited Partnership Act, as amended (the Delaware Act), regulations, corporate
records and documents, 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 that all signatures on documents
examined by us are genuine, the authenticity of all documents submitted to us as originals and the
conformity with the original documents of all documents submitted to us as certified, conformed or
photostatic copies.
Based on the foregoing and on such legal considerations as we deem relevant, we are of the
opinion that the Common Units, when issued and delivered on behalf of the Partnership against
payment therefor as described in the Partnerships Registration Statement on Form S-1 (Commission
File No. 333-176265), as amended, relating to the Common Units (the Registration Statement), will
be validly issued, and the purchasers of the Common Units will have no obligation to make payments
to the Partnership or its creditors (other than the purchase price for the Common Units) or
contributions to the Partnership or its creditors solely by reason of the purchasers ownership of
the Common Units, except as may be affected by the matters described
below.
If a court were to determine that the right or exercise of the right provided under the
Partnerships First Amended and Restated Agreement of Limited Partnership (the Partnership
Agreement) by the holders of Common Units (the Limited Partners) of the Partnership as a
group
(i) to remove or replace Mid-Con Energy GP, LLC, a Delaware limited liability company and the
general partner of the Partnership (the General Partner), (ii) to approve certain amendments to
the Partnership Agreement or (iii) to take certain other actions under the Partnership Agreement
constitutes participation in the control of the Partnerships business for purposes of Section
17-303 of the Delaware Act, then the Limited Partners could be held personally liable for the
Partnerships obligations under the laws of Delaware, to the same extent as the General Partner
with respect to persons who transact business with the Partnership and reasonably believe that such
Limited Partner is a general partner.
Under Section 17-607 of the Delaware Act, a limited partnership may not make a distribution to
a partner if, after the distribution, all liabilities of the limited partnership, other than
liabilities to partners on account of their partnership interests and liabilities for which the
recourse of creditors is limited to specific property of the partnership, would exceed the fair
value of the assets of the limited partnership. The Delaware Act provides that a limited partner
who receives a distribution and knew at the time of the distribution that the distribution was in
violation of the Delaware Act shall be liable to the limited partnership for the amount of the
distribution for three years.
Limitations on the liability of members or limited partners for the obligations of a limited
liability company or limited partnership have not been clearly established in many jurisdictions.
If, by virtue of the Partnerships ownership of Mid-Con Energy Operating, LLC or otherwise, it were
determined that the Partnership was conducting business in any state without compliance with the
applicable limited partnership or limited liability company statute, or that the right or exercise
of the right by the Limited Partners as a group to remove or replace the General Partner, to
approve certain amendments to the Partnership Agreement, or to take other action under the
Partnership constitutes or constituted participation in the control of the Partnerships business
for purposes of the statutes of any relevant jurisdiction, then the Limited Partners could be held
personally liable for the obligations of the Partnership under the law of that jurisdiction to the
same extent as the General Partner under the circumstances.
We express no opinion other than as to the Delaware Act (including the statutory provisions,
all applicable provisions of the Delaware constitution and reported judicial decisions interpreting
the foregoing). We hereby consent to the reference to us under the heading Validity of the Common
Units in the prospectus forming a part of the Registration Statement and to the filing of this
opinion as an exhibit to the Registration Statement. In giving this consent, we do not thereby
admit that we are included in the category of persons whose consent is required under Section 7 of
the Securities Act or the rules and regulations of the Securities and Exchange Commission issued
thereunder.
Very truly yours,
/s/ Gable Gotwals
/s/ Gable Gotwals