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8-K - FORM 8-K - WILLIAMS PARTNERS L.P.d546805d8k.htm
EX-4.1 - EX-4.1 - WILLIAMS PARTNERS L.P.d546805dex41.htm
EX-1.1 - EX-1.1 - WILLIAMS PARTNERS L.P.d546805dex11.htm

Exhibit 5.1

[Letterhead of Gibson, Dunn & Crutcher LLP]

March 5, 2018

Williams Partners L.P.

One Williams Center

Tulsa, Oklahoma 74172

 

Re: Williams Partners L.P.

Registration Statement on Form S-3 (File No. 333-223148)

Ladies and Gentlemen:

We have acted as counsel to Williams Partners L.P., a Delaware limited partnership (the “Partnership”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-3 (File No. 333-223148) (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”), the prospectus included therein, the prospectus supplement, dated February 26, 2018, filed with the Commission on February 28, 2018 pursuant to Rule 424(b) of the Securities Act (the “Prospectus Supplement”), and the offering by the Partnership pursuant thereto of $800,000,000 aggregate principal amount of the Partnership’s 4.850% Senior Notes due 2048 (the “Notes”).

The Notes will be issued pursuant to the Indenture, dated as of November 9, 2010 (the “Base Indenture”), between the Partnership and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as supplemented by the Tenth Supplemental Indenture, dated March 5, 2018, relating to the Notes (the “Supplemental Indenture” and together with the Base Indenture, the “Indenture”) between the Partnership and the Trustee.

In arriving at the opinions expressed below, we have examined originals, or copies certified or otherwise identified to our satisfaction as being true and complete copies of the originals, of the Base Indenture, the Supplemental Indenture, the Notes (collectively, the “Note Documents”) and such other documents, corporate records, certificates of officers of the Partnership and of public officials and other instruments as we have deemed necessary or advisable to enable us to render these opinions. In our examination, we have assumed, without independent investigation, the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies. As to any facts material to these opinions, we have relied to the extent we deemed appropriate and without independent investigation upon statements and representations of officers and other representatives of the Partnership and others.

Based upon the foregoing, and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that the Notes, when executed and authenticated in accordance with the provisions of the Indenture and issued and delivered to and paid for by the underwriters named in Schedule 1 (the “Underwriters”) to that certain Underwriting Agreement dated February 26, 2018 by and among the Partnership, WPZ GP LLC, a Delaware limited liability company and the general partner of the Partnership, and the representatives of the Underwriters named therein (the “Underwriting Agreement”) in accordance with the terms of the Underwriting Agreement, will be legal, valid and binding obligations of the Partnership.


March 5, 2018

Page 2

The opinions expressed above are subject to the following additional exceptions, qualifications, limitations and assumptions:

A. We render no opinion herein as to matters involving the laws of any jurisdiction other than the State of New York, the Delaware Revised Uniform Limited Partnership Act (the “Delaware LP Act”) and the Delaware Limited Liability Company Act, (the “Delaware LLC Act”). This opinion is limited to the effect of the current state of the laws of the State of New York, the Delaware LP Act and the Delaware LLC Act and the facts as they currently exist. We assume no obligation to revise or supplement this opinion in the event of future changes in such laws or the interpretations thereof or such facts.

B. The opinions above are subject to (i) the effect of any bankruptcy, insolvency, reorganization, moratorium, arrangement or similar laws affecting the rights and remedies of creditors generally, including without limitation the effect of statutory or other laws regarding fraudulent transfers or preferential transfers and (ii) general principles of equity, including without limitation concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance, injunctive relief or other equitable remedies regardless of whether enforceability is considered in a proceeding in equity or at law.

C. We express no opinion regarding the effectiveness of (i) any waiver of stay, extension or usury laws; (ii) provisions relating to indemnification, exculpation or contribution, to the extent such provisions may be held unenforceable as contrary to public policy or federal or state securities laws; (iii) any provision in any Note Document waiving the right to object to venue in any court; (iv) any agreement to submit to the jurisdiction of any Federal court; (v) any waiver of the right to jury trial or (vi) any provision to the effect that every right or remedy is cumulative and may be exercised in addition to any other right or remedy or that the election of some particular remedy does not preclude recourse to one or more others.

We consent to the filing of this opinion as an exhibit to the Registration Statement, and we further consent to the use of our name under the caption “Legal Matters” in the Prospectus Supplement. In giving these consents, we do not thereby 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 Commission promulgated thereunder.

Very truly yours,

/s/ Gibson, Dunn & Crutcher LLP