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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Energy Transfer Partners, L.P.

3738 Oak Lawn Avenue

Dallas, Texas 75219

Ladies and Gentlemen:

We have acted as special counsel to Energy Transfer Partners, L.P., a Delaware limited partnership (the “Partnership”), in connection with the issuance by the Partnership of $650,000,000 aggregate principal amount of its 2.500% Senior Notes due 2018 (the “2018 Notes”), $350,000,000 aggregate principal amount of its 4.150% Senior Notes due 2020 (the “2020 Notes”), $1,000,000,000 aggregate principal amount of its 4.750% Senior Notes due 2026 (the “2026 Notes”) and $1,000,000,000 aggregate principal amount of its 6.125% Senior Notes due 2045 (the “2045 Notes” and, together with the 2018 Notes, the 2020 Notes and the 2026 Notes, the “Notes”), under the Indenture dated as of January 18, 2005 (the “Base Indenture”), by and among the Partnership, the subsidiary guarantors named therein, and Wachovia Bank, National Association, as trustee, as supplemented by (i) in the case of the 2020 Notes, the Thirteenth Supplemental Indenture, dated as of September 19, 2013, between the Partnership and U.S. Bank National Association, as successor trustee, setting forth the terms of the 2020 Notes (together with the Base Indenture, the “2020 Notes Indenture”), and (ii) in the case of the 2018 Notes, the 2026 Notes and the 2045 Notes, the Fifteenth Supplemental Indenture, dated as of June 23, 2015, between the Partnership and U.S. Bank National Association, as successor trustee, setting forth the terms of the 2018 Notes, the 2026 Notes and the 2045 Notes (together with the Base Indenture, the “New Notes Indenture” and, together with the 2020 Notes Indenture, the “Indentures”), and pursuant to 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 March 5, 2015 (Registration No. 333-202507) (the “Registration Statement”). This opinion is being furnished in connection with the requirements

June 23, 2015

Page 2

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 Notes. For the avoidance of doubt, it is understood and agreed that for purposes of this letter, the term “2020 Notes” shall exclude the $700,000,000 aggregate principal amount of the Partnership’s 4.150% Senior Notes due 2020 sold by the Partnership on September 19, 2013.

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 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 internal laws of the State of New York and the Delaware Revised Uniform Limited Partnership Act, and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or, in the case of Delaware, any other laws, or as to any matters of municipal law or the laws of any local agencies within any state.

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Notes have been duly executed, issued, and authenticated in accordance with the terms of each of the Indentures and delivered against payment therefor in the circumstances contemplated by the underwriting agreement, dated June 18, 2015, among the Partnership and Deutsche Bank Securities Inc., Mitsubishi UFJ Securities (USA), Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein, the Notes will have been duly authorized by all necessary limited partnership action of the Partnership and will be legally valid and binding obligations of the Partnership, enforceable against the Partnership in accordance with their terms.

Our opinion is subject to:

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With your consent, we have assumed (a) that each of the Indentures and the Notes (collectively, the “Documents”) have been duly authorized, executed and delivered by the parties thereto other than the Partnership, (b) that the Documents constitute legally valid and binding obligations of the parties thereto other than the Partnership, enforceable against each of them in accordance with their respective terms, and (c) that the status of the Documents as legally valid and binding obligations of the parties is not affected by any (i) breaches of, or defaults under, agreements or instruments, (ii) violations of statutes, rules, regulations or court or governmental orders, or (iii) failures to obtain required consents, approvals or authorizations from, or make required registrations, declarations or filings with, governmental authorities.

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 Partnership’s Form 8-K dated June 23, 2015 and to the reference to our firm contained 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.