Attached files

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EX-8.3 - EX-8.3 - Landmark Infrastructure Partners LPd880783dex83.htm
EX-8.2 - EX-8.2 - Landmark Infrastructure Partners LPd880783dex82.htm
EX-8.1 - EX-8.1 - Landmark Infrastructure Partners LPd880783dex81.htm
EX-5.3 - EX-5.3 - Landmark Infrastructure Partners LPd880783dex53.htm
EX-5.2 - EX-5.2 - Landmark Infrastructure Partners LPd880783dex52.htm
EX-1.3 - EX-1.3 - Landmark Infrastructure Partners LPd880783dex13.htm
EX-1.2 - EX-1.2 - Landmark Infrastructure Partners LPd880783dex12.htm
EX-1.1 - EX-1.1 - Landmark Infrastructure Partners LPd880783dex11.htm
8-K - 8-K - Landmark Infrastructure Partners LPd880783d8k.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   
LOGO    FIRM / AFFILIATE OFFICES
   Beijing    Moscow
   Boston    Munich
   Brussels    New York
   Century City    Orange County
   Chicago    Paris
   Dubai    Riyadh

February 28, 2020

   Düsseldorf    San Diego
   Frankfurt    San Francisco
   Hamburg    Seoul
   Hong Kong    Shanghai
   Houston    Silicon Valley
   London    Singapore
   Los Angeles    Tokyo
   Madrid    Washington, D.C.
   Milan   

Landmark Infrastructure Partners LP

400 Continental Blvd, Suite 500,

El Segundo, CA 90245

 

  Re:

Registration Statement No. 333-235352 – Continuous Equity Offering of Common Units Having an Aggregate Gross Sales Price of up to $50,000,000

Ladies and Gentlemen:

We have acted as special counsel to Landmark Infrastructure Partners LP, a Delaware limited partnership (the “Partnership”), in connection with the proposed offer and sale from time to time by the Partnership of common units representing limited partner interests in the Partnership having an aggregate offering price of up to $50,000,000 (the “Common Units”). The Common Units are included in a registration statement on Form S-3 under the Securities Act of 1933, as amended (the “Act”), initially filed with the Securities and Exchange Commission (the “Commission”) on December 4, 2019 (Registration No. 333-235352), as amended (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 Supplement dated February 28, 2020 to the Prospectus dated January 30, 2020 (collectively, the “Prospectus”), other than as expressly stated herein with respect to the issue 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 LP Act”), and we express no opinion with respect to any other laws.


February 28, 2020

Page 2

 

LOGO

 

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 have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers and have been issued by the Partnership against payment therefor in the circumstances contemplated by the At-the-Market Issuance Sales Agreement filed as an exhibit to the Partnership’s Current Report on Form 8-K, filed with the Commission on February 28, 2020, the Common Units will be validly issued and, under the Delaware LP Act, purchasers of the Common Units will have no obligation to make further payments for their purchase of the Common Units or contributions to the Partnership solely by reason of their ownership of the 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 Partnership’s current report on Form 8-K dated February 28, 2020 and to the reference to our firm 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.

 

Very truly yours,
/s/ Latham & Watkins LLP