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EX-8.1 - EX-8.1 - Black Stone Minerals, L.P.d406181dex81.htm
EX-1.1 - EX-1.1 - Black Stone Minerals, L.P.d406181dex11.htm
8-K - 8-K - Black Stone Minerals, L.P.d406181d8k.htm

EXHIBIT 5.1

 

LOGO

May 26, 2017

Black Stone Minerals, L.P.

1001 Fannin Street

Suite 2020

Houston, TX 77002

Ladies and Gentlemen:

We have acted as counsel to Black Stone Minerals, L.P., a Delaware limited partnership (the “Partnership”), in connection with the registration by the Partnership with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), of the offer and sale by the Partnership of common units representing limited partner interests in the Partnership having an aggregate offering price of up to $100,000,000 (the “Common Units”). We have participated in the preparation of a Prospectus Supplement dated May 26, 2017 (the “Prospectus Supplement”) and the Prospectus dated February 8, 2017 (the “Prospectus”) forming part of the Registration Statement on Form S-3 (No. 333-215857) (the “Registration Statement”). The Prospectus Supplement has been filed pursuant to Rule 424(b) promulgated under the Securities Act.

In rendering the opinions set forth below, we have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) an Equity Distribution Agreement, dated May 26, 2017, relating to the offering and sale of the Common Units (the “Agreement”), a copy of which is being filed with the SEC as an exhibit to the Partnership’s Current Report on Form 8-K on or about the date hereof, (ii) the Registration Statement, (iii) the Prospectus Supplement, (iv) the Prospectus, (v) the Partnership’s First Amended and Restated Agreement of Limited Partnership dated as of May 6, 2015, as amended (the “Partnership Agreement”), (vi) the Partnership’s Certificate of Limited Partnership, (vii) the First Amended and Restated Limited Liability Company Agreement of Black Stone Minerals GP, L.L.C., dated as of May 6, 2015, (viii) certain resolutions adopted on February 1, 2017 and May 26, 2017 by the board of directors of Black Stone Minerals GP, L.L.C. approving and authorizing, among other things, the Registration Statement and other matters relating to the offering of the Common Units (the “Resolutions”), and (ix) such other certificates, statutes and other instruments and documents as we considered appropriate for purposes of the opinions hereafter expressed.

In connection with rendering the opinions set forth below, we have assumed that (i) all information contained in all documents reviewed by us is true and correct; (ii) all signatures on all documents examined by us are genuine; (iii) all documents submitted to us as originals are authentic and complete and all documents submitted to us as copies conform to the originals of those documents; (iv) the certificates for the Common Units will conform to the specimens thereof examined by us and will have been duly countersigned by a transfer agent and duly registered by a registrar of the Common Units; and (v) the Equity Distribution Agreement has been duly authorized and validly executed and delivered by the agents party thereto and constitutes a legal, valid and binding obligation of the agents, and that the agents have the requisite organizational and legal power and authority to perform their obligations under the Equity Distribution Agreement.

Based on the foregoing and on such legal considerations as we deem relevant, we are of the opinion that when the Common Units have been issued and delivered in accordance with the terms of the Equity Distribution Agreement, the Prospectus Supplement, the Prospectus and the Resolutions and upon payment of the consideration therefor provided for therein, such Common Units will be validly issued, fully paid (to the extent required under the Partnership Agreement) and non-assessable (except as such non-assessability may be affected by Sections 17-303, 17-607 or 17-804 of the Delaware Revised Uniform Limited Partnership Act (the “DRULPA”)).

 

Vinson & Elkins LLP Attorneys at Law

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666 Fifth Avenue, 26th Floor

New York, NY 10103-0040

Tel 212.237.0000  Fax 212.237.0100  www.velaw.com


LOGO     

May 26, 2017

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The opinions expressed is limited in all respects to the DRULPA and the Delaware Limited Liability Company Act (including, in each case, the applicable provisions of the Delaware Constitution and the reported judicial decisions interpreting these laws), 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, domestic or foreign.

We hereby consent to the filing of this opinion of counsel as Exhibit 5.1 to the Current Report on Form 8-K of the Partnership dated on or about the date hereof, to the incorporation by reference of this opinion of counsel into the Registration Statement and to the reference to our firm under the heading “Legal Matters” in the Prospectus Supplement and the Prospectus. In giving such consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC issued thereunder.

 

Very truly yours,

/s/ Vinson & Elkins L.L.P.

Vinson & Elkins L.L.P.

 

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