Exhibit 3.5

CERTIFICATE OF FORMATION

OF

BOARDWALK GP, LLC

This Certificate of Formation, dated August 4, 2005, has been duly executed and is filed pursuant to Section 18-201 of the Delaware Limited Liability Company Act (the “Act”) to form a limited liability company under the Act.

1.     Name. The name of the limited liability company is Boardwalk GP, LLC.

2.     Registered Office; Registered Agent. The address of the registered office required to be maintained by Section 18-104 of the Act is:

Corporation Service Company

2711 Centerville Road, Suite 400

Wilmington, DE 19808-1645

The name and the address of the registered agent for service of process required to be maintained by Section 18-104 of the Act are:

Corporation Service Company

2711 Centerville Road, Suite 400

Wilmington, DE 19808-1645

EXECUTED, as of the date written first above.

Boardwalk GP, LLC
By:	/S/    E. RAMEY LAYNE
	E. Ramey Layne
	Authorized Person