EX-5.1 5 h19587exv5w1.htm OPINION OF VINSON & ELKINS L.L.P. exv5w1
 

EXHIBIT 5.1

      

(VINSON & ELKINS ATTORNEYS AT LAW LOGO)   VINSON & ELKINS L.L.P.
2300 FIRST CITY TOWER
1001 FANNIN STREET
HOUSTON, TEXAS 77002-6760
TELEPHONE (713) 758-2222
FAX (713) 758-2346
www.velaw.com

December 27, 2004

Enterprise Products Operating L.P.
Enterprise Products Partners L.P.
2727 North Loop West
Houston, Texas 77008

Ladies and Gentlemen:

     We have acted as counsel for Enterprise Products Operating L.P., a Delaware limited partnership (the “Operating Partnership”) and Enterprise Products Partners L.P., a Delaware limited partnership (the “Partnership”) with respect to with the preparation of the Registration Statement on Form S-4 (the “Registration Statement”) filed on the date hereof with the Securities and Exchange Commission (the “Commission”) in connection with the registration by the Operating Partnership under the Securities Act of 1933, as amended (the “Securities Act”) of (a) the offer and exchange by the Operating Partnership (the “Exchange Offers”) of (i) $500,000,000 aggregate principal amount of its 4.000% Senior Notes due 2007 (the “2007 Outstanding Notes”), for a new series of notes bearing substantially identical terms and in like principal amount (the “2007 Exchange Notes” and, together with the 2007 Outstanding Notes, the “2007 Notes”); (ii) $500,000,000 aggregate principal amount of its 4.625% Senior Notes due 2009 (the “2009 Outstanding Notes”), for a new series of notes bearing substantially identical terms and in like principal amount (the “2009 Exchange Notes” and, together with the 2009 Outstanding Notes, the “2009 Notes”); (iii) $650,000,000 aggregate principal amount of its 5.600% Senior Notes due 2014 (the “2014 Outstanding Notes”), for a new series of notes bearing substantially identical terms and in like principal amount (the “2014 Exchange Notes” and, together with the 2014 Outstanding Notes, the “2014 Notes”); and (iv) $350,000,000 aggregate principal amount of its 6.650% Senior Notes due 2034 (the “2034 Outstanding Notes”, for a new series of notes bearing substantially identical terms and in like principal amount (the “2034 Exchange Notes” and, together with the 2034 Outstanding Notes, the “2034 Notes”); and (b) the guarantees (the “Guarantees”) of the Partnership as guarantor (the “Guarantor”) of the Outstanding Notes and the Exchange Notes. The 2007 Outstanding Notes, the 2009 Outstanding Notes the 2014 Outstanding Notes and the 2034 Outstanding Notes are collectively referred to herein as the “Outstanding Notes,” and the 2007 Exchange Notes, the 2009 Exchange Notes, the 2014 Exchange Notes and the 2034 Exchange Notes are collectively referred to herein as the “Exchange Notes.”

     The Outstanding Notes were issued, and the Exchange Notes will be issued, under an Indenture, dated as of October 4, 2004 (the “Base Indenture”), among the Operating Partnership, the Partnership and Wells Fargo Bank, National Association, as Trustee, as supplemented by (i) the First Supplemental Indenture (relating to the 2007 Notes), dated October 4, 2004; (ii) the Second Supplemental Indenture (relating to the 2009 Notes), dated October 4, 2004, (iii) the Third Supplemental Indenture (relating to the 2014 Notes), dated October 4, 2004; and (iv) the Fourth Supplemental Indenture (relating to the 2034 Notes), dated October 4, 2004 (collectively, the “Supplemental Indentures” and, together with the Base Indenture, the “Indenture”). The Exchange Offers will be conducted on such terms and conditions as are set forth in the prospectus contained in the Registration Statement to which this opinion is an exhibit.

     We have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Registration Statement, (ii) the Indenture and (iii) such other certificates, statutes and other instruments

 


 

and documents as we considered appropriate for purposes of the opinions hereafter expressed. In connection with this opinion, we have assumed that the Registration Statement, and any amendments thereto (including post-effective amendments), will have become effective and the Exchange Notes will be issued and sold in compliance with applicable federal and state securities laws and in the manner described in the Registration Statement.

     Based on the foregoing, we are of the opinion that:

  (a)   When the Exchange Notes have been duly executed, authenticated, issued and delivered in accordance with the provisions of the Indenture, (i) such Exchange Notes will be legally issued and will constitute valid and binding obligations of the Operating Partnership, and (ii) all Guarantees of the Guarantor have been legally issued and remain the valid and binding obligations of the Guarantor.
 
  (b)   We hereby confirm that the discussion and the legal conclusions set forth in the Registration Statement under the heading “Material Federal Income Tax Consequences” are accurate and complete in all material respects and constitute our opinion, which is subject to the assumptions and qualifications set forth therein, as to the material tax consequences of the exchange of the Outstanding Notes for Exchange Notes.

     We express no opinions concerning (a) the validity or enforceability of any provisions contained in the Indenture that purport to waive or not give effect to rights to notices, defenses, subrogation or other rights or benefits that cannot be effectively waived under applicable law; or (b) the enforceability of indemnification provisions to the extent they purport to relate to liabilities resulting from or based upon negligence or any violation of federal or state securities or blue sky laws.

     The opinions expressed herein are limited exclusively to the federal laws of the United States of America, the laws of the State of New York, the laws of the State of Texas and the corporate, partnership and limited liability company laws of the State of Delaware, 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 as an exhibit to the Registration Statement and to the use of our firm name in the prospectus forming a part of the Registration Statement under the caption “Legal Matters” and “Material Federal Income Tax Consequences.” By 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 Commission issued thereunder.
         
  Very truly yours,
 
 
  /s/ Vinson & Elkins L.L.P.