Attached files

file filename
S-1/A - S-1/A - Hess Midstream Partners LPd772672ds1a.htm
EX-10.4 - EX-10.4 - Hess Midstream Partners LPd772672dex104.htm
EX-8.1 - EX-8.1 - Hess Midstream Partners LPd772672dex81.htm
EX-10.2 - EX-10.2 - Hess Midstream Partners LPd772672dex102.htm
EX-10.3 - EX-10.3 - Hess Midstream Partners LPd772672dex103.htm
EX-10.13 - EX-10.13 - Hess Midstream Partners LPd772672dex1013.htm
EX-10.6 - EX-10.6 - Hess Midstream Partners LPd772672dex106.htm
EX-10.12 - EX-10.12 - Hess Midstream Partners LPd772672dex1012.htm

Exhibit 5.1

 

   811 Main Street, Suite 3700
   Houston, TX 77002
   Tel: +1.713.546.5400  Fax: +1.713.546.5401
   www.lw.com

 

 

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FIRM / AFFILIATE OFFICES

   Abu Dhabi    Milan
   Barcelona    Moscow
   Beijing    Munich
   Boston    New Jersey
   Brussels    New York
   Chicago    Orange County
   Doha    Paris
   Dubai    Riyadh
   Düsseldorf    Rome
            , 2015    Frankfurt    San Diego
   Hamburg    San Francisco
Hess Midstream Partners LP    Hong Kong    Shanghai
1501 McKinney Street    Houston    Silicon Valley
Houston, Texas 77010    London    Singapore
   Los Angeles    Tokyo
   Madrid    Washington, D.C.

 

  Re: Initial Public Offering of Common Units of Hess Midstream Partners LP

Ladies and Gentlemen:

We have acted as special counsel to Hess Midstream Partners LP, a Delaware limited partnership (the “Partnership”), in connection with the proposed issuance of up to [        ] common units representing limited partner interests in the Partnership (the “Common Units”). The Common Units are included in a registration statement on Form S-1 under the Securities Act of 1933, as amended (the “Act”), initially filed with the Securities and Exchange Commission (the “Commission”) on September 24, 2014 (Registration No. 333-198896) (as amended, the “Registration Statement”). The term “Common Units” shall include any additional common units registered by the Partnership pursuant to Rule 462(b) under the Act in connection with the offering contemplated by 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, other than as expressly stated herein with respect to the issuance of the Common 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 Partnership 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 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 Common Units shall have been issued by the Partnership against payment therefor in the circumstances contemplated by the form of underwriting agreement most recently filed as an exhibit to the Registration Statement and have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers, the


            , 2015

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issue and sale of the Common Units will have been duly authorized by all necessary limited partnership action of the Partnership, and the Common Units will be validly issued and, under the Delaware Act, purchasers of the Common Units will have no obligation to make further payments for their purchase of Common Units or contributions to the Partnership solely by reason of their ownership of Common Units or their status as limited partners of the Partnership, and no personal liability for the debts, obligations and liabilities of the Partnership, whether arising in contract, tort or otherwise, solely by reason of being limited partners of the Partnership.

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 Registration Statement and to the reference to our firm in the prospectus under the heading “Validity of the Common Units.” We further consent to the incorporation by reference of this letter and consent into any registration statement filed pursuant to Rule 462(b) with respect to the Common Units. 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,