POSASR

As filed with the Securities and Exchange Commission on September 27, 2013

Registration No. 333-181531

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1

TO

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

BREITBURN ENERGY PARTNERS L.P.*

BREITBURN FINANCE CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	1311	74-3169953
Delaware	1311	27-0322548
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

515 South Flower Street, Suite 4800

Los Angeles, California 90071

(213) 225-5900

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Gregory C. Brown

515 South Flower Street, Suite 4800

Los Angeles, California 90071

(213) 225-5900

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Shelley A. Barber

Vinson & Elkins L.L.P.

666 Fifth Avenue, 26th Floor

New York, New York 10103

(212) 237-0000

Approximate date of commencement of proposed sale to the public:

From time to time after the effective date of this registration statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box:    ¨

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box:    x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    ¨

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.    x

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.    x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	¨

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered+	Amount to be registered(1)	Proposed maximum offering price per unit(1)	Proposed maximum aggregate offering Price(1)	Amount of registration Fee(1)
Preferred Units
Other Classes of Units

+ In addition to an indeterminate amount of the following classes of securities as provided in the initial filing of the Registration Statement on Form S-3 on May 18, 2012: Common Units; Debt Securities; Guarantees of Debt Securities; 7.875% Senior Notes due 2022; and Guarantees of 7.875% Senior Notes due 2022.

(1) An indeterminate aggregate initial offering price or number of the securities of each identified class is being registered as may from time to time be offered hereunder at indeterminate prices. In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended (the “Securities Act”), the registrants are deferring payment of the entire registration fee, except for a filing fee of $13,096.74 that has been paid previously with respect to $234,708,750 aggregate offering price of securities that were registered pursuant to Registration Statement No. 333-159888, filed on June 10, 2009, and that have not yet been issued or sold. Pursuant to Rule 457(p) under the Securities Act, such unutilized filing fee may be applied to the filing fee payable pursuant to this Registration Statement. Any additional fee will be paid on a pay-as-you-go basis.

* Includes certain subsidiaries of BreitBurn Energy Partners L.P. identified on the following page that may guarantee the Debt Securities and the 7.875% Senior Notes due 2022.

ADDITIONAL REGISTRANT GUARANTORS

Exact Name of Registrant Guarantor(1)	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification Number
BreitBurn GP, LLC	Delaware	74-3169948
BreitBurn Management Company, LLC	Delaware	76-0822858
BreitBurn Operating L.P.	Delaware	11-3785529
BreitBurn Operating GP, LLC	Delaware	11-3785525
Alamitos Company	California	33-0449156
BreitBurn Florida LLC	Delaware	26-0267424
BreitBurn Fulton LLC	Delaware	35-2417661
GTG Pipeline LLC	Virginia	26-2033760
Mercury Michigan Company, LLC	Michigan	26-2033380
Phoenix Production Company	Wyoming	83-0291427
Terra Energy Company LLC	Michigan	26-1389616
Terra Pipeline Company LLC	Michigan	26-2033146
Beaver Creek Pipeline, L.L.C.	Michigan	74-2927887
BreitBurn Oklahoma LLC	Delaware	46-3094714
BreitBurn Transpetco GP LLC	Delaware	20-2717222
BreitBurn Transpetco LP LLC	Delaware	20-2717188
Transpetco Pipeline Company, L.P.	Delaware	72-1302620

(1) The address for the registrant guarantors is 515 South Flower Street, Suite 4800, Los Angeles, California 90071, and the telephone number for the registrant guarantors is (213) 225-5900. The Primary Industrial Classification Code for the registrant guarantors is 1311.

EXPLANATORY NOTE

This Post-Effective Amendment No. 1 to BreitBurn Energy Partners L.P.’s Registration Statement on Form S-3 (File No. 333-181531) is being filed to (i) add BreitBurn Oklahoma LLC, BreitBurn Transpetco GP LLC, BreitBurn Transpetco LP LLC and Transpetco Pipeline Company, L.P., each a 100% owned subsidiary of BreitBurn Energy Partners L.P., listed on the previous page under the caption “Additional Registrant Guarantors” as co-registrants to the Registration Statement to allow such Subsidiary Guarantors to guarantee the Debt Securities and the 7.875% Senior Notes due 2022 covered by the Registration Statement, (ii) add such guarantees of the Debt Securities and the 7.875% Senior Notes due 2022 to the Registration Statement, (iii) register, in addition to the classes of securities originally registered, an indeterminate amount of (a) preferred units and (b) other classes of units representing limited partner interests and (iv) file or incorporate by reference the required exhibits to the Registration Statement. No changes or additions are being made hereby to the Prospectuses that form a part of the Registration Statement. Accordingly, the Prospectuses have been omitted from this filing. A description of the new class of securities being registered hereunder will be provided through a prospectus filed pursuant to Rule 424(b) that is deemed part of and included in the Registration Statement.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

Set forth below are the expenses (other than underwriting discounts and commissions) expected to be incurred in connection with the issuance and distribution of the securities registered hereby. With the exception of the Securities and Exchange Commission registration fee, the amounts set forth below are estimates.

Expenses	Amount
Securities and Exchange Commission registration fee	$	*
FINRA filing fee		**
Legal fees and expenses		**
Accounting fees and expenses		**
Printing expenses		**
Listing expenses		**
Fees and expenses of the Trustee		**
Miscellaneous		**
TOTAL	$	**

* The registrant is deferring payment on the registration fee in reliance on Rule 456(b) and Rule 457(r).

** These fees are calculated based on the number of issuances and amount of securities afforded and cannot be estimated at this time.

Item 15. Indemnification of Directors and Officers.

BreitBurn Energy Partners L.P.

The section of the prospectus entitled “The Partnership Agreement — Indemnification” is incorporated herein by this reference. Subject to any terms, conditions, or restrictions set forth in the partnership agreement, Section 17-108 of the Delaware Revised Uniform Limited Partnership Act empowers a Delaware limited partnership to indemnify and hold harmless any partner or other person from and against all claims and demands whatsoever.

BreitBurn Finance Corporation

Section 145 of the General Corporation Law of the State of Delaware, among other things, empowers a Delaware corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation or other enterprise, against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Similar indemnity is authorized for such persons against expenses (including attorneys’ fees) actually and reasonably incurred by such persons in connection with the defense or settlement of any such threatened, pending, or completed action or suit if such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and provided further that (unless a court of competent jurisdiction otherwise provides) such person shall not have been adjudged liable to the corporation. Any such indemnification may be made only as authorized in each specific case upon a determination by the stockholders or disinterested directors or by independent legal counsel in a written opinion that indemnification is proper because the indemnitee has met the applicable standard of conduct.

Section 145 further authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation or enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would otherwise have the power to indemnify him under Section 145. Also, the bylaws of BreitBurn Finance Corporation provide for the indemnification of directors and officers of and such directors and officers who serve at the request of the company as directors, officers, employees, or agents of any other enterprise against certain liabilities under certain circumstances.

BreitBurn Operating GP, LLC

The limited liability company agreement of BreitBurn Operating GP, LLC provides that it will indemnify its member or officers to the fullest extent permitted by law against any loss, liability, damage, judgment, demand, claim, cost, or expense incurred by or asserted against its member or officers (including, without limitation, reasonable attorneys’ fees and disbursements incurred in the defense thereof) arising out of any act or omission of any of its member or officers in connection with the company, unless such act or omission constitutes bad faith, gross negligence, or willful misconduct on the part of its member or officers. This indemnification would under certain circumstances include indemnification for liabilities under the Securities Act. Any indemnification under these provisions will only be out of the assets of the company.

BreitBurn Operating L.P.

Subject to any terms, conditions, or restrictions set forth in the partnership agreement, Section 17-108 of the Delaware Revised Uniform Limited Partnership Act empowers a Delaware limited partnership to indemnify and hold harmless any partner or other person from and against all claims and demands whatsoever.

Item 16. Exhibits.

Exhibit Number	Description
1.1****	Form of Underwriting Agreement.
3.1*	Certificate of Limited Partnership of BreitBurn Energy Partners L.P. (incorporated herein by reference to Exhibit 3.1 to Amendment No. 1 to Form S-1 (File No. 333-134049) filed on July 13, 2006).
3.2*	First Amended and Restated Agreement of Limited Partnership of BreitBurn Energy Partners L.P. (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No. 001-33055) filed on October 16, 2006).
3.3*	Amendment No. 1 to the First Amended and Restated Agreement of Limited Partnership of BreitBurn Energy Partners L.P. (incorporated herein by reference to Exhibit 3.1 to BreitBurn Energy Partners L.P.’s Current Report on Form 8-K (File No. 001-33055) filed on June 23, 2008).
3.4*	Amendment No. 2 to the First Amended and Restated Agreement of Limited Partnership of BreitBurn Energy Partners L.P. (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No. 001-33055) filed on April 9, 2009).
3.5*	Amendment No. 3 to the First Amended and Restated Agreement of Limited Partnership of BreitBurn Energy Partners L.P. (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No. 001-33055) filed on September 1, 2009).
3.6*	Amendment No. 4 to the First Amended and Restated Agreement of Limited Partnership of BreitBurn Energy Partners L.P. (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No. 001-33055) filed on April 9, 2010).
3.7*	Fourth Amended and Restated Limited Liability Company Agreement of BreitBurn GP, LLC dated as of April 5, 2010 (incorporated herein by reference to Exhibit 3.2 to the Current Report on Form 8-K (File No. 001-33055) filed on April 9, 2010).

Exhibit Number	Description
3.8*	Amendment No. 1 to the Fourth Amended and Restated Limited Liability Company Agreement of BreitBurn GP, LLC dated as of December 30, 2010 (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No. 001-33055) filed on January 6, 2011).
3.9*	Certificate of Incorporation of BreitBurn Finance Corporation (incorporated herein by reference to Exhibit 3.10 to Form S-4 (File No. 333-171773-01) filed on January 19, 2011).
3.10*	Bylaws of BreitBurn Finance Corporation (incorporated herein by reference to Exhibit 3.11 to Form S-4 (File No. 333-171773-01) filed on January 19, 2011).
4.1*	Indenture, dated as of October 6, 2010, by and among BreitBurn Energy Partners L.P., BreitBurn Finance Corporation, the Guarantors named therein and U.S. National Bank Association (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 001-33055) filed on October 7, 2010).
4.2*	Indenture, dated as of January 13, 2012 (the “2012 Indenture”), by and among BreitBurn Energy Partners L.P., BreitBurn Finance Corporation, the Guarantors named therein and U.S. National Bank Association (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 001-33055) filed on January 13, 2012).
4.3*	Registration Rights Agreement, dated as of January 13, 2012, by and among BreitBurn Energy Partners L.P., BreitBurn Finance Corporation, the Guarantors named therein and Wells Fargo Securities, LLC, as representative of the Initial Purchasers named therein (incorporated herein by reference to Exhibit 4.2 to the Current Report on Form 8-K (File No. 001-33055) filed on January 13, 2012).
4.4***	Form of Senior Indenture.
4.5***	Form of Subordinated Indenture.
5.1**	Opinion of Vinson & Elkins L.L.P. as to the legality of the securities being registered.
8.1***	Opinion of Vinson & Elkins L.L.P. as to tax matters.
12.1**	Computation of ratio of earnings to fixed charges.
15.1**	Letter of Deloitte & Touche LLP re: Unaudited Interim Financial Information.
23.1**	Consent of PricewaterhouseCoopers LLP.
23.2**	Consent of PricewaterhouseCoopers LLP.
23.3**	Consent of Deloitte & Touche LLP.
23.4**	Consent of Hutchinson and Bloodgood, LLP.
23.5**	Consent of Netherland, Sewell & Associates, Inc.
23.6**	Consent of Schlumberger Data & Consulting Services.
23.7**	Consent of Cawley, Gillespie & Associates, Inc.
23.8**	Consent of Vinson & Elkins L.L.P. (contained in Exhibits 5.1 and 8.1).
24.1***	Powers of Attorney (included on the signature pages to this registration statement).
25.1**	Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of the Trustee under the Senior Indenture.
25.2+	Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of the Trustee under the Subordinated Indenture.
25.3***	Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of the Trustee under the 2012 Indenture.

* Incorporated by reference, as indicated.

** Filed herewith.

*** Previously filed.

**** To be filed as an Exhibit to a Current Report on Form 8-K or in a post-effective amendment to this registration statement.

+ To be filed later in accordance with subsection (a) of Section 310 of the Trust Indenture Act of 1939, as amended.

Item 17. Undertakings.

Each undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(a) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(b) To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(c) To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement;

provided, however, that paragraphs (1)(i), (1)(ii) and (1)(iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrants pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of this registration statement;

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(a) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(b) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(a) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(b) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(c) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(d) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

Each undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Each undersigned registrant hereby undertakes to supplement the prospectus, after the expiration of the subscription period, to set forth the results of the subscription offer, the transactions by the underwriters during the subscription period, the amount of unsubscribed securities to be purchased by the underwriters, and the terms of any subsequent reoffering thereof. If any public offering by the underwriters is to be made on terms differing from those set forth on the cover page of the prospectus, a post-effective amendment will be filed to set forth the terms of such offering.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of any registrant pursuant to the foregoing provisions, or otherwise, such registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of any registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, such registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

BreitBurn Energy Partners L.P. hereby undertakes to file an application for the purpose of determining the eligibility of the trustee under each of the indentures to act under subsection (a) of Section 310 of the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Trust Indenture Act.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on September 27, 2013.

BREITBURN ENERGY PARTNERS L.P.
By:	BREITBURN GP, LLC, its general partner
By:	/s/ James G. Jackson
	James G. Jackson Chief Financial Officer
BREITBURN FINANCE CORPORATION
By:	/s/ James G. Jackson
	James G. Jackson Chief Financial Officer
BREITBURN GP, LLC
By:	/s/ James G. Jackson
	James G. Jackson Chief Financial Officer
BREITBURN OPERATING GP, LLC
By:	/s/ James G. Jackson
	James G. Jackson Chief Financial Officer
BREITBURN OPERATING L.P.
By:	BREITBURN OPERATING GP, LLC, its general partner
By:	/s/ James G. Jackson
	James G. Jackson Chief Financial Officer
BREITBURN MANAGEMENT COMPANY, LLC
By:	/s/ James G. Jackson
	James G. Jackson Chief Financial Officer

BREITBURN FLORIDA LLC
By:	BREITBURN OPERATING L.P., its sole member
By:	BREITBURN OPERATING GP, LLC, its general partner
By:	/s/ James G. Jackson
	James G. Jackson Chief Financial Officer
BREITBURN FULTON LLC
By:	BREITBURN OPERATING L.P., its sole member
By:	BREITBURN OPERATING GP, LLC, its general partner
By:	/s/ James G. Jackson
	James G. Jackson Chief Financial Officer
GTG PIPELINE LLC
MERCURY MICHIGAN COMPANY, LLC
TERRA ENERGY COMPANY LLC
TERRA PIPELINE COMPANY LLC
BEAVER CREEK PIPELINE, L.L.C.
By:	/s/ James G. Jackson
	James G. Jackson Chief Financial Officer
ALAMITOS COMPANY
By:	/s/ James G. Jackson
	James G. Jackson Secretary
PHOENIX PRODUCTION COMPANY
By:	/s/ James G. Jackson
	James G. Jackson Treasurer and Secretary

BREITBURN OKLAHOMA LLC, a Delaware limited liability company
By:	BREITBURN OPERATING L.P., its sole member
By:	BREITBURN OPERATING GP, LLC, its general partner
By:	/s/ James G. Jackson
	James G. Jackson Chief Financial Officer
BREITBURN TRANSPETCO GP LLC, a Delaware limited liability company
By:	BREITBURN OPERATING L.P., its sole member
By:	BREITBURN OPERATING GP, LLC, its general partner
By:	/s/ James G. Jackson
	James G. Jackson Chief Financial Officer
BREITBURN TRANSPETCO LP LLC, a Delaware limited liability company
By:	BREITBURN OPERATING L.P., its sole member
By:	BREITBURN OPERATING GP, LLC, its general partner
By:	/s/ James G. Jackson
	James G. Jackson Chief Financial Officer
TRANSPETCO PIPELINE COMPANY, L.P., a Delaware limited partnership
By:	BREITBURN OPERATING L.P., on behalf of itself and as the sole member of BreitBurn Transpecto GP LLC, each a general partner
By:	BREITBURN OPERATING GP, LLC, its general partner
By:	/s/ James G. Jackson
	James G. Jackson Chief Financial Officer and Executive Vice President

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

BREITBURN GP, LLC, on behalf of itself and as the general partner of BREITBURN ENERGY PARTNERS L.P., on behalf of itself and as the sole member of BREITBURN OPERATING GP, LLC, on behalf of itself and as the general partner of BREITBURN OPERATING L.P., on behalf of itself and as the sole member of each of BREITBURN FLORIDA LLC, BREITBURN FULTON LLC, BREITBURN OKLAHOMA LLC, BREITBURN TRANSPETCO GP LLC, BREITBURN TRANSPETCO LP LLC and TRANSPETCO PIPELINE COMPANY, L.P.

Signatures	Title	Date
* Halbert S. Washburn	Chief Executive Officer and Director (Principal Executive Officer)	September 27, 2013
/s/ James G. Jackson James G. Jackson	Chief Financial Officer (Principal Financial Officer)	September 27, 2013
* Lawrence C. Smith	Vice President and Controller (Principal Accounting Officer)	September 27, 2013
* Randall H. Breitenbach	President and Director	September 27, 2013
* John R. Butler, Jr.	Chairman of the Board of Directors	September 27, 2013
* David B. Kilpatrick	Director	September 27, 2013
* Gregory J. Moroney	Director	September 27, 2013
* Charles S. Weiss	Director	September 27, 2013

*By:	/s/ James G. Jackson
James G. Jackson Attorney-in-fact

BREITBURN FINANCE CORPORATION

Signatures	Title	Date
* Randall H. Breitenbach	Co-Chief Executive Officer and Director (Principal Executive Officer)	September 27, 2013
* Halbert S. Washburn	Co-Chief Executive Officer and Director (Principal Executive Officer)	September 27, 2013
/s/ James G. Jackson James G. Jackson	Chief Financial Officer (Principal Financial Officer)	September 27, 2013
* Lawrence C. Smith	Controller (Principal Accounting Officer)	September 27, 2013

*By:	/s/ James G. Jackson
James G. Jackson Attorney-in-fact

BREITBURN MANAGEMENT COMPANY

Signatures	Title	Date
* Halbert S. Washburn	Chief Executive Officer and Director (Principal Executive Officer)	September 27, 2013
/s/ James G. Jackson James G. Jackson	Chief Financial Officer, Executive Vice President and Director (Principal Financial Officer)	September 27, 2013
* Lawrence C. Smith	Controller (Principal Accounting Officer)	September 27, 2013
* Randall H. Breitenbach	President and Director	September 27, 2013
* Gregory J. Moroney	Director	September 27, 2013

*By:	/s/ James G. Jackson
James G. Jackson Attorney-in-fact

GTG PIPELINE LLC, MERCURY MICHIGAN COMPANY, LLC, TERRA ENERGY COMPANY LLC, TERRA PIPELINE COMPANY LLC and BEAVER CREEK PIPELINE, L.L.C.

Signatures	Title	Date
* Randall H. Breitenbach	Co-Chief Executive Officer and Manager (Principal Executive Officer)	September 27, 2013
* Halbert S. Washburn	Co-Chief Executive Officer and Manager (Principal Executive Officer)	September 27, 2013
/s/ James G. Jackson James G. Jackson	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	September 27, 2013

*By:	/s/ James G. Jackson
James G. Jackson Attorney-in-fact

ALAMITOS COMPANY

Signatures	Title	Date
* Randall H. Breitenbach	Co-President and Director (Principal Executive Officer)	September 27, 2013
* Halbert S. Washburn	Co-President and Director (Principal Executive Officer)	September 27, 2013
/s/ James G. Jackson James G. Jackson	Secretary (Principal Financial Officer)	September 27, 2013
* Lawrence C. Smith	Controller (Principal Accounting Officer)	September 27, 2013

*By:	/s/ James G. Jackson
James G. Jackson Attorney-in-fact

PHOENIX PRODUCTION COMPANY

Signatures	Title	Date
* Halbert S. Washburn	President and Sole Director (Principal Executive Officer)	September 27, 2013
/s/ James G. Jackson James G. Jackson	Treasurer and Secretary (Principal Financial Officer)	September 27, 2013
* Lawrence C. Smith	Controller (Principal Accounting Officer)	September 27, 2013

*By:	/s/ James G. Jackson
James G. Jackson Attorney-in-fact

INDEX TO EXHIBITS

Exhibit Number	Description
1.1****	Form of Underwriting Agreement.
3.1*	Certificate of Limited Partnership of BreitBurn Energy Partners L.P. (incorporated herein by reference to Exhibit 3.1 to Amendment No. 1 to Form S-1 (File No. 333-134049) filed on July 13, 2006).
3.2*	First Amended and Restated Agreement of Limited Partnership of BreitBurn Energy Partners L.P. (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No. 001-33055) filed on October 16, 2006).
3.3*	Amendment No. 1 to the First Amended and Restated Agreement of Limited Partnership of BreitBurn Energy Partners L.P. (incorporated herein by reference to Exhibit 3.1 to BreitBurn Energy Partners L.P.’s Current Report on Form 8-K (File No. 001-33055) filed on June 23, 2008).
3.4*	Amendment No. 2 to the First Amended and Restated Agreement of Limited Partnership of BreitBurn Energy Partners L.P. (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No. 001-33055) filed on April 9, 2009).
3.5*	Amendment No. 3 to the First Amended and Restated Agreement of Limited Partnership of BreitBurn Energy Partners L.P. (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No. 001-33055) filed on September 1, 2009).
3.6*	Amendment No. 4 to the First Amended and Restated Agreement of Limited Partnership of BreitBurn Energy Partners L.P. (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No. 001-33055) filed on April 9, 2010).
3.7*	Fourth Amended and Restated Limited Liability Company Agreement of BreitBurn GP, LLC dated as of April 5, 2010 (incorporated herein by reference to Exhibit 3.2 to the Current Report on Form 8-K (File No. 001-33055) filed on April 9, 2010).
3.8*	Amendment No. 1 to the Fourth Amended and Restated Limited Liability Company Agreement of BreitBurn GP, LLC dated as of December 30, 2010 (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No. 001-33055) filed on January 6, 2011).
3.9*	Certificate of Incorporation of BreitBurn Finance Corporation (incorporated herein by reference to Exhibit 3.10 to Form S-4 (File No. 333-171773-01) filed on January 19, 2011).
3.10*	Bylaws of BreitBurn Finance Corporation (incorporated herein by reference to Exhibit 3.11 to Form S-4 (File No. 333-171773-01) filed on January 19, 2011).
4.1*	Indenture, dated as of October 6, 2010, by and among BreitBurn Energy Partners L.P., BreitBurn Finance Corporation, the Guarantors named therein and U.S. National Bank Association (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 001-33055) filed on October 7, 2010).
4.2*	Indenture, dated as of January 13, 2012 (the “2012 Indenture”), by and among BreitBurn Energy Partners L.P., BreitBurn Finance Corporation, the Guarantors named therein and U.S. National Bank Association (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 001-33055) filed on January 13, 2012).
4.3*	Registration Rights Agreement, dated as of January 13, 2012, by and among BreitBurn Energy Partners L.P., BreitBurn Finance Corporation, the Guarantors named therein and Wells Fargo Securities, LLC, as representative of the Initial Purchasers named therein (incorporated herein by reference to Exhibit 4.2 to the Current Report on Form 8-K (File No. 001-33055) filed on January 13, 2012).
4.4***	Form of Senior Indenture.
4.5***	Form of Subordinated Indenture.
5.1**	Opinion of Vinson & Elkins L.L.P. as to the legality of the securities being registered.
8.1***	Opinion of Vinson & Elkins L.L.P. as to tax matters.
12.1**	Computation of ratio of earnings to fixed charges.
15.1**	Letter of Deloitte & Touche LLP re: Unaudited Interim Financial Information.

Exhibit Number	Description
23.1**	Consent of PricewaterhouseCoopers LLP.
23.2**	Consent of PricewaterhouseCoopers LLP.
23.3**	Consent of Deloitte & Touche LLP.
23.4**	Consent of Hutchinson and Bloodgood, LLP.
23.5**	Consent of Netherland, Sewell & Associates, Inc.
23.6**	Consent of Schlumberger Data & Consulting Services.
23.7**	Consent of Cawley, Gillespie & Associates, Inc.
23.8**	Consent of Vinson & Elkins L.L.P. (contained in Exhibits 5.1 and 8.1).
24.1***	Powers of Attorney (included on the signature pages to this registration statement).
25.1**	Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of the Trustee under the Senior Indenture.
25.2+	Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of the Trustee under the Subordinated Indenture.
25.3***	Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of the Trustee under the 2012 Indenture.

* Incorporated by reference, as indicated.

** Filed herewith.

*** Previously filed.

**** To be filed as an Exhibit to a Current Report on Form 8-K or in a post-effective amendment to this registration statement.

+ To be filed later in accordance with subsection (a) of Section 310 of the Trust Indenture Act of 1939, as amended.

EX-5.1

Exhibit 5.1

September 27, 2013

BreitBurn Energy Partners L.P.

515 South Flower Street, Suite 4800

Los Angeles, California 90071

Ladies and Gentlemen:

We have acted as counsel to BreitBurn Energy Partners L.P., a Delaware limited partnership (the “Partnership”), BreitBurn Finance Corporation, a Delaware corporation (“Finance Corp”), and certain other subsidiaries of the Partnership with respect to certain legal matters in connection with the preparation of the Post-Effective Amendment No. 1 to the shelf registration statement on Form S-3 (Registration No. 333-181531) (such registration statement, as amended, being referred to herein as the “Shelf Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), filed on May 18, 2012 by the Partnership, Finance Corp and certain other subsidiaries identified on the Shelf Registration Statement (each, a “Subsidiary Guarantor” and collectively, the “Subsidiary Guarantors”), with the Securities and Exchange Commission (the “Commission”) in connection with the possible offer from time to time, pursuant to Rule 415 of the Securities Act, of:

(i) an indeterminate number of preferred units (the “Preferred Units”) by the Partnership,

(ii) an indeterminate number of other classes of units representing limited partner interests in the Partnership (the “Other Units” and, together with the Preferred Units, the “Units”) by the Partnership, and

(iii) an indeterminate aggregate principal amount of guarantees (the “Guarantees”) by the Subsidiary Guarantors of debt securities, in one or more series, consisting of notes, debentures or other evidences of indebtedness (the “Debt Securities”) of the Partnership and Finance Corp, as co-issuer, and the 7.875% Senior Notes due 2022 (the “2022 Senior Notes”) of the Partnership and Finance Corp, as co-issuer.

The Shelf Registration Statement, to which this opinion is an exhibit, contains two separate forms of prospectuses, the first to be used in connection with offerings of the common units representing limited partner interests in the Partnership and the Debt Securities (the “Common Units and Debt Securities Prospectus”) and the second to be used in connection with offerings of the 2022 Senior Notes (together with the Common Units and Debt Securities Prospectus, the “Prospectuses”).

In rendering the opinions set forth below, we have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Shelf Registration Statement, including the Prospectuses, (ii) the form of senior indenture (the “Senior Indenture”), the form of subordinated indenture (the “Subordinated Indenture”) and the Indenture, dated as of January 13, 2012, by and among the Partnership, Finance Corp, the Guarantors named therein and U.S. Bank National Association (the “2012 Indenture” and, together with the Senior Indenture and the Subordinated Indenture, the

Vinson & Elkins LLP  Attorneys at Law Abu Dhabi  Austin  Beijing  Dallas  Dubai  Hong Kong  Houston  London Moscow  New York  Palo Alto  Riyadh  Shanghai  Tokyo  Washington 666 Fifth Avenue, 26th Floor New York, NY 10103-0040 Tel +1.212.237.0000  Fax +1.212.237.0100  www.velaw.com

September 27, 2013    Page 2

“Indentures”), each filed as an exhibit to the Shelf Registration Statement, (iii) the Partnership’s First Amended and Restated Agreement of Limited Partnership and Amendment No. 1, Amendment No. 2, Amendment No. 3 and Amendment No. 4 thereto (as so amended, the “Partnership Agreement”), (iv) the Partnership’s Certificate of Limited Partnership, (v) the certificates of incorporation, bylaws, limited liability company agreements, limited partnership agreements and other formation documents and agreements, as applicable, of Finance Corp and the Subsidiary Guarantors and (vi) 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) all Units and/or Guarantees will be issued and sold in compliance with applicable federal and state securities laws and in the manner specified in the Shelf Registration Statement and the applicable Prospectus Supplement to the applicable Prospectus; (v) one or more Prospectus Supplements to the Prospectuses will have been prepared and filed with the Commission describing the Units and/or the Guarantees offered thereby and will comply with all applicable laws; (vi) the Senior Indenture and the Subordinated Indenture, and any supplemental indenture relating to the Guarantees, will be duly authorized, executed and delivered by the parties thereto in substantially the form reviewed by us; (vii) a definitive underwriting or similar agreement with respect to any Units and/or Guarantees offered will have been duly authorized and validly executed and delivered by the Partnership and the other parties thereto; (viii) any securities issuable upon conversion, exchange or exercise of any Unit being offered will have been duly authorized, created and, if appropriate, reserved for issuance upon such conversion, exchange or exercise; and (ix) the form and terms of any Guarantees, the issuance, sale and delivery thereof by the Subsidiary Guarantors, and their incurrence and performance of their obligations thereunder or in respect thereof in accordance with the terms thereof, will be in full compliance with, and will not violate, the formation documents and agreements, as applicable, of the Subsidiary Guarantors, or any applicable law, rule, regulation, order, judgment, decree, award, or agreement binding upon any of them, or to which the issuance, sale and delivery of such Guarantees, or the incurrence and performance of such obligations, may be subject, or violate any applicable public policy, or be subject to any defense in law or equity.

Based on the foregoing and on such legal considerations as we deem relevant, we are of the opinion that:

1. With respect to the Preferred Units, when (i) the Partnership has taken all necessary action to approve the issuance and terms of such Preferred Units, the terms of the offering and related matters and (ii) the Preferred Units have been issued and delivered in accordance with the terms of the applicable definitive underwriting or similar agreement approved by the Partnership upon payment of the consideration therefor provided for therein, then the Preferred Units will be validly issued, fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Section 17-303, 17-607 or 17-804 of the Delaware Revised Uniform Limited Partnership Act (“DRULPA”) and as described in any prospectus supplement to the Common Units and Debt Securities Prospectus.

2. With respect to the Other Units, when (i) the Partnership has taken all necessary action to approve the issuance and terms of such Other Units, the terms of the offering and related matters and (ii) the Other Units have been issued and delivered in accordance with the terms

September 27, 2013    Page 3

of the applicable definitive underwriting or similar agreement approved by the Partnership upon payment of the consideration therefor provided for therein, then the Other Units will be validly issued, fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Section 17-303, 17-607 or 17-804 of the DRULPA and as described in any prospectus supplement to the Common Units and Debt Securities Prospectus.

3. With respect to the Guarantees, when (i) the Partnership, Finance Corp and the Subsidiary Guarantors, as applicable, have taken all necessary action to approve the issuance and terms of the Debt Securities, the 2022 Senior Notes and related Guarantees, the terms of the offering thereof and related matters; and (ii) such Debt Securities and 2022 Senior Notes have been duly executed, authenticated, issued and delivered in accordance with the provisions of the applicable Indenture and the applicable definitive underwriting or similar agreement approved by the Partnership, Finance Corp and the Subsidiary Guarantors, as applicable, upon payment of the consideration for such Debt Securities, 2022 Senior Notes and Guarantees provided for therein, such Guarantees will be legally issued and will constitute valid and legally binding obligations of the Subsidiary Guarantors, enforceable against the Subsidiary Guarantors in accordance with their terms, except as such enforcement may be subject to any applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or other law relating to or affecting creditors’ rights generally and general principles of equity.

The opinions expressed herein are qualified in the following respects:

A. We express no opinions concerning (i) the validity or enforceability of any provisions contained in the Indentures that purport to waive or not give effect to rights to notices, defenses, subrogation or other rights or benefits that cannot be effectively waived or rendered ineffective under applicable law or (ii) the enforceability of indemnification or contribution 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.

B. This opinion is limited in all respects to the federal laws of the United States of America, the DRULPA, the Delaware Limited Liability Company Act, the Delaware General Corporation Law and the Constitution of the State of Delaware, including all applicable statutory provisions and reported judicial decisions interpreting those laws, and the laws of the State of New York, 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 references to this firm under the caption “Legal Matters” in the Prospectuses and to the filing of this opinion as an exhibit to the Shelf Registration Statement. 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 Commission issued thereunder.

This opinion is furnished to you in connection with the filing of the Shelf Registration Statement and is not to be used, circulated, quoted or otherwise relied on for any other purpose.

Very truly yours,

/s/ Vinson & Elkins L.L.P.

EX-12.1

Exhibit 12.1

BreitBurn Energy Partners L.P.

Computation of Ratio of Earnings to Fixed Charges

(In thousands)

	Year Ended December 31,													Six Months Ended June 30, 2013
	2008		2009			2010			2011		2012
Net income (loss)	$	378,236	$	(107,290	)	$	34,751		$	110,497	$	(40,252	)	$	40,132
Income tax expense (benefit)		1,939		(1,528	)		(204	)		1,188		84			604
Total earnings		380,175		(108,818	)		34,547			111,685		(40,168	)		40,736
Interest and other financing costs, net (a)		30,107		19,851			25,498			40,204		62,521			37,660
Realized losses on interest rate swaps (b)		2,916		13,115			11,087			3,257		5,469			—
Total fixed charges	$	33,023	$	32,966		$	36,585		$	43,461	$	67,990		$	37,660
Ratio of earnings to fixed charges		11.5x		(c)			0.9x			2.6x		(d)			1.1x

(a) Includes interest associated with operating leases.

(b) Excludes 2008 Lehman termination.

(c) Earnings were inadequate to cover fixed charges by $141.8 million for the year ended December 31, 2009.

(d) Earnings were inadequate to cover fixed charges by $108.4 million for the year ended December 31, 2012.

EX-15.1

Exhibit 15.1

September 27, 2013

The Board of Directors of BreitBurn GP, LLC and

Unitholders of BreitBurn Energy Partners L.P.

515 S. Flower Street, Suite 4800

Los Angeles, California 90071

We have reviewed, in accordance with auditing standards generally accepted in the United States of America, the unaudited interim statements of revenues and direct operating expenses of certain oil and gas producing properties and the related gathering and processing assets located in the Postle and Northeast Hardesty fields in Texas County, Oklahoma of Whiting Oil and Gas Corporation, a wholly-owned subsidiary of Whiting Petroleum Corporation, for the six-month periods ended June 30, 2013 and 2012, and have issued our report dated July 10, 2013 (which report includes an emphasis-of-matter paragraph referring to the purpose of the statements). As indicated in such report, because we did not perform an audit, we expressed no opinion on that information.

We are aware that our report referred to above, which was included in your Current Report on Form 8-K/A dated August 29, 2013, is being incorporated by reference in this Registration Statement.

We also are aware that the aforementioned report, pursuant to Rule 436(c) under the Securities Act of 1933, is not considered a part of the Registration Statement prepared or certified by an accountant or a report prepared or certified by an accountant within the meaning of Sections 7 and 11 of that Act.

/s/Deloitte & Touche LLP

Denver, Colorado

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Amendment No. 1 to the Registration Statement on Form S-3 of our report dated February 28, 2013 relating to the consolidated financial statements and the effectiveness of internal control over financial reporting, which appears in BreitBurn Energy Partners L.P.’s Annual Report on Form 10-K/A dated August 23, 2013 for the year ended December 31, 2012. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

Los Angeles, California

September 27, 2013

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Amendment No. 1 to the Registration Statement on Form S-3 of BreitBurn Energy Partners L.P. of our report dated October 6, 2011 relating to the Statement of Revenues and Direct Operating Expenses of the assets acquired pursuant to the July 26, 2011 Asset Purchase Agreement with Cabot Oil & Gas Corporation, which appears in BreitBurn Energy Partners, L.P.’s Current Report on Form 8-K dated October 7, 2011. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ Pricewaterhouse Coopers LLP

Houston, Texas

September 27, 2013

EX-23.3

Exhibit 23.3

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in this Post-Effective Amendment No. 1 to Registration Statement No. 333-181531 on Form S-3 of BreitBurn Energy Partners L.P. of our report dated July 10, 2013 relating to the statements of revenues and direct operating expenses of certain oil and gas producing properties and the related gathering and processing assets located in the Postle and Northeast Hardesty fields in Texas County, Oklahoma of Whiting Oil and Gas Corporation, a wholly-owned subsidiary of Whiting Petroleum Corporation, for each of the three years in the period ended December 31, 2012 (which report expresses an unmodified opinion and includes an emphasis-of-matter paragraph referring to the purpose of the statements), appearing in the Current Report on Form 8-K/A of BreitBurn Energy Partners L.P. dated August 29, 2013.

/s/Deloitte & Touche LLP

Denver, Colorado

September 27, 2013

EX-23.4

Exhibit 23.4

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 of our report dated November 29, 2012 relating to the Statements of Revenues and Direct Operating Expenses of the Acquired Properties pursuant to the November 21, 2012 Contribution Agreement between BreitBurn Operating L.P. and American Energy Operations, Inc., included in the current report on Form 8-K of BreitBurn Energy Partners L.P. dated December 6, 2012.

We also consent to the reference to us under the heading “Experts” in such Post-Effective Amendment No 1. to the Registration Statement.

/s/ Hutchinson and Bloodgood LLP

Glendale, California

September 27, 2013

EX-23.5

Exhibit 23.5

CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS

As independent petroleum engineers, we hereby consent to the inclusion or incorporation by reference in this Post-Effective Amendment No. 1 to the Registration Statement to Form S-3 of information from our firm’s reserves report dated January 31, 2013, entitled Estimates of Reserves and Future Revenue to the BreitBurn Operating L.P. Interest in Certain Oil and Gas Properties located in California, Florida and Texas as of December 31, 2012, and our firm’s reserves report dated February 1, 2013, entitled Estimates of Reserves and Future Revenue to the BreitBurn Operating L.P. Interest in Certain Oil and Gas Properties located in Wyoming as of December 31, 2012, which information has been included or incorporated by reference in this Amendment No. 1 to the Registration Statement on Form S-3 in reliance upon the report of this firm and upon the authority of this firm as experts in petroleum engineering. We hereby consent to the reference to our firm under the heading “Experts” in such Registration Statement.

NETHERLAND, SEWELL & ASSOCIATES, INC.
By:	/s/ J. Carter Henson Jr.
	J. Carter Henson, Jr. P.E.
	Senior Vice President

Houston, Texas

September 27, 2013

EX-23.6

Exhibit 23.6

CONSENT OF SCHLUMBERGER TECHNOLOGY CORPORATION

As independent petroleum engineers, we hereby consent to the inclusion or incorporation by reference in this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 of information from our firm’s reserve report dated 28 January 2013 entitled Reserve and Economic Evaluation Of Proved Reserves Of Certain BreitBurn Management Company, LLC Illinois and Michigan Basin Oil And Gas Interests As Of 31 December 2012 Executive Summary, which information has been included or incorporated by reference in this Amendment No. 1 to the Registration Statement on Form S-3 in reliance upon the report of this firm and upon the authority of this firm as experts in petroleum engineering. We hereby consent to the reference to our firm under the heading “Experts” in such Registration Statement.

SCHLUMBERGER TECHNOLOGY CORPORATION

/s/ Charles M. Boyer II

Charles M. Boyer II, PG

Pittsburgh Consulting Manager

Advisor Unconventional Reservoirs

Pittsburgh, Pennsylvania

27 September 2013

EX-23.7

Exhibit 23.7

CONSENT OF CAWLEY, GILLESPIE & ASSOCIATES, INC.

We hereby consent to the inclusion of information included or incorporated by reference in this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 with respect to the oil and gas reserves of Whiting Oil and Gas Corporation’s interests in certain oil and gas producing properties located in the Postle and Northeast Hardesty fields in Texas County, Oklahoma, as of December 31, 2012, 2011 and 2010, which information has been included or incorporated by reference in this Registration Statement on Form S-3 in reliance upon the reports of this firm and upon the authority of this firm as experts in petroleum engineering. We hereby further consent to the reference to this firm under the heading “Experts” in the prospectus, which is part of such Registration Statement.

/s/ Cawley, Gillespie & Associates, Inc.            

Cawley, Gillespie & Associates, Inc.

Texas Registered Engineering Firm F-693

September 27, 2013

EX-25.1

Exhibit 25.1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER

THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

¨ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2)

U.S. BANK NATIONAL ASSOCIATION

(Exact name of Trustee as specified in its charter)

31-0841368

I.R.S. Employer Identification No.

800 Nicollet Mall Minneapolis, Minnesota	55402
(Address of principal executive offices)	(Zip Code)

Leland Hansen

U.S. Bank National Association

950 17^th Street

Denver, CO 80202

303.585.4594

(Name, address and telephone number of agent for service)

BreitBurn Energy Partners L.P.

(Issuer with respect to the Securities)

Delaware	74-3169953
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

515 South Flower Street – Suite 4800 Los Angeles, CA	90071
(Address of Principal Executive Offices)	(Zip Code)

Senior Debt Securities

(Title of the Indenture Securities)

FORM T-1

Item 1. GENERAL INFORMATION. Furnish the following information as to the Trustee.

a) Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency

Washington, D.C.

b) Whether it is authorized to exercise corporate trust powers.

Yes

Item 2. AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation.

None

Items 3-15 Items 3-15 are not applicable because to the best of the Trustee’s knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.

Item 16. LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification.

1. A copy of the Articles of Association of the Trustee.*

2. A copy of the certificate of authority of the Trustee to commence business, attached as Exhibit 2.

3. A copy of the certificate of authority of the Trustee to exercise corporate trust powers, attached as Exhibit 3.

4. A copy of the existing bylaws of the Trustee.**

5. A copy of each Indenture referred to in Item 4. Not applicable.

6. The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.

7. Report of Condition of the Trustee as of June 30, 2013 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

* Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005.

** Incorporated by reference to Exhibit 25.1 to registration statement on S-4, Registration Number 333-166527 filed on May 5, 2010.

2

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Denver, CO on September 19, 2013.

By:	/s/ Leland Hansen
	Leland Hansen Vice President

3

Exhibit 2

4

Exhibit 3

5

Exhibit 6

CONSENT

In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Dated: September 19, 2013

By:	/s/ Leland Hansen
	Leland Hansen Vice President

6

Exhibit 7

U.S. Bank National Association

Statement of Financial Condition

As of 6/30/2013

($000’s)

	6/30/2013
Assets
Cash and Balances Due From Depository Institutions	$	6,618,511
Securities		74,478,321
Federal Funds		79,268
Loans & Lease Financing Receivables		226,554,158
Fixed Assets		4,958,016
Intangible Assets		13,125,133
Other Assets		23,519,520
Total Assets	$	349,332,927
Liabilities
Deposits	$	260,085,043
Fed Funds		2,946,249
Treasury Demand Notes		0
Trading Liabilities		639,343
Other Borrowed Money		27,488,313
Acceptances		0
Subordinated Notes and Debentures		4,836,320
Other Liabilities		13,040,945
Total Liabilities	$	309,036,213
Equity
Common and Preferred Stock		18,200
Surplus		14,216,132
Undivided Profits		24,513,966
Minority Interest in Subsidiaries	$	1,548,416
Total Equity Capital	$	40,296,714
Total Liabilities and Equity Capital	$	349,332,927

7