Exhibit 5.1
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2001 ROSS AVENUE
DALLAS, TEXAS
75201-2980
TEL +1 214.953.6500
FAX +1 214.953.6503
www.bakerbotts.com
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ABU DHABI
AUSTIN
BEIJING
DALLAS
DUBAI
HONG KONG
HOUSTON
LONDON
MOSCOW
NEW YORK
PALO ALTO
RIYADH
WASHINGTON |
May 7, 2010
Crosstex Energy, L.P.
Crosstex Energy Finance Corporation
Subsidiary Guarantors Listed on Schedule A of the Form S-3
2501 Cedar Springs
Dallas, Texas 75201
Ladies and Gentlemen:
We have acted as counsel for Crosstex Energy, L.P., a Delaware limited partnership (the
“Partnership”), Crosstex Energy Finance Corporation, a Delaware corporation (“Finance Corp.”),
Crosstex Energy Services, L.P., a Delaware limited partnership (the “Operating Partnership”),
Crosstex Operating GP, LLC, a Delaware limited liability company (“Operating GP”), Crosstex Energy
Services GP, LLC, a Delaware limited liability company (“Services GP”), Crosstex Processing
Services, LLC, a Delaware limited liability company (“Crosstex Processing”), Crosstex Pelican, LLC,
a Delaware limited liability company (“Crosstex Pelican”), Sabine Pass Plant Facility Joint
Venture, a Texas general partnership (“Sabine Pass JV”), Crosstex LIG, LLC, a Louisiana limited
liability company (“Crosstex LIG”), Crosstex Tuscaloosa, LLC, a Louisiana limited liability company
(“Crosstex Tuscaloosa”), Crosstex LIG Liquids, LLC, a Louisiana limited liability company
(“Crosstex LIG Liquids”), Crosstex Eunice, LLC, a Louisiana limited liability company (“Crosstex
Eunice”), Crosstex Gulf Coast Marketing Ltd., a Texas limited partnership (“Crosstex Gulf Coast
Marketing”), Crosstex CCNG Processing, Ltd., a Texas limited partnership (“Crosstex CCNG
Processing”), Crosstex Acquisition Management, L.P., a Delaware limited partnership (“Crosstex
Acquisition Management”), Crosstex North Texas Pipeline, L.P., a Texas limited partnership (“North
Texas Pipeline”), Crosstex North Texas Gathering, L.P., a Texas limited partnership (“North Texas
Gathering”), Crosstex NGL Marketing, L.P., a Texas limited partnership (“NGL Marketing”) and
Crosstex NGL Pipeline, L.P., a Texas limited partnership (“NGL Pipeline,” and, together with
Operating Partnership, Operating GP, Services GP, Crosstex Processing, Crosstex Pelican, Sabine
Pass JV, Crosstex LIG, Crosstex Tuscaloosa, Crosstex LIG Liquids, Crosstex Eunice, Crosstex Gulf
Coast Marketing, Crosstex CCNG Processing, Crosstex Acquisition Management, North Texas Pipeline
and North Texas Gathering, the “Subsidiary Guarantors”), with respect to certain legal matters in
connection with the filing with the Securities and Exchange Commission (the “Commission”) of a
registration statement (the “Registration Statement”) under the Securities Act of
1933, as amended (the “Securities Act”), registering securities to be issued and sold by the
Partnership, Finance Corp. and the Subsidiary Guarantors from time to time pursuant to Rule 415
under the Securities Act for an aggregate initial offering price not to exceed $500,000,000 and
securities that may be sold by certain securityholders (the “Selling Unitholders”) from time to
time pursuant to Rule 415 under the Securities Act. Such securities include (i) common units
representing limited partner interests in the Partnership (the “Common Units”) that may be issued
and sold by the Partnership; (ii) 4,069,106 Common Units that may be issued and sold by the Selling
Unitholders; (iii) unsecured debt securities of the Partnership, in one or more series, consisting
of notes, debentures or other evidences of indebtedness, which may be co-issued by Finance Corp.
(the “Debt Securities”); and (iv) guarantees (the “Guarantees”) of such Debt Securities by one or
more of the Subsidiary Guarantors. The Common Units, the Debt Securities and the Guarantees are
collectively referred to herein as the “Securities.”
In our capacity as your counsel in the connection referred to above and as a basis for the
opinions herein after expressed, we have examined (i) the Sixth Amended and Restated Agreement of
Limited Partnership of the Partnership and the Certificate of Limited Partnership of the
Partnership, each as
amended to the date hereof, (ii) the Agreement of Limited Partnership of
Crosstex Energy GP, L.P., a Delaware limited partnership and the general partner of the Partnership
(the “General Partner”), and the Certificate of Limited Partnership of the General Partner, each as
amended to the date hereof, (iii) the Amended and Restated Limited Liability Company Agreement of
Crosstex Energy GP, LLC, a Delaware limited liability company and the general partner of the
General Partner, and the Certificate of Formation of Crosstex Energy GP, LLC, each as amended to
the date hereof, (iv) the Certificate of Incorporation of Finance Corp. and the Bylaws of Finance
Corp., each as amended to the date hereof, (v) the limited liability company agreement or agreement
of limited partnership, as applicable, and other governing documents of each of the Subsidiary
Guarantors, (vi) the forms of the Partnership’s senior and subordinated indentures filed as
exhibits to the Registration Statement (collectively, the “Indentures”), (vii) originals, or copies
certified or otherwise identified, of the corporate, partnership and limited liability company
records of the Partnership, the General Partner, Crosstex Energy GP, LLC, Finance Corp. and each of
the Subsidiary Guarantors, including minute books of Crosstex Energy GP, LLC and Finance Corp. as
furnished to us by Crosstex Energy GP, LLC and Finance Corp., (viii) originals, or copies certified
or otherwise identified, of certificates of public officials and of representatives of the
Partnership, the General Partner, Crosstex Energy GP, LLC, Finance Corp. and each of the Subsidiary
Guarantors, statutes and other instruments and documents, and (ix) the Registration Statement and
the prospectus contained therein (the “Prospectus”) as a basis for the opinions hereafter
expressed.
In connection with this opinion, we have assumed that (i) the Registration Statement and any
amendments thereto (including post-effective amendments) will have become effective; (ii) a
prospectus supplement will have been prepared and filed with the Commission describing the
Securities offered thereby; (iii) all Securities will be issued and sold in compliance with
applicable federal and state securities laws and in the manner stated in the Registration Statement
and the appropriate prospectus supplement; (iv) a definitive purchase, underwriting or similar
agreement with respect to any Securities offered will have been duly authorized and validly
executed and delivered by the Partnership, Finance Corp., the Subsidiary Guarantors and the other
parties thereto; (v) any securities issuable upon conversion, redemption, exchange or exercise of
any Securities being offered will be duly authorized, created and, if appropriate, reserved for
issuance upon such conversion, redemption, exchange or exercise; (vi) the certificates for the
Common Units will conform to the specimens thereof examined by us and will have been duly
countersigned by a transfer agent and duly registered by a registrar of the Common Units, or, if
uncertificated, valid book-entry notations will have been made in the unit register of the
Partnership in accordance with the provisions of the governing documents of the Partnership; and
(vii) each document submitted to us for review is accurate and complete, each such document that is
an original is authentic, each such document that is a copy conforms to an authentic original and
all signatures on each such document are genuine.
Based upon and subject to the foregoing, we are of the opinion that:
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With respect to Common Units, when (a) the Partnership has taken all necessary
action to approve the issuance of such Common Units, the terms of the offering thereof
and related matters, (b) any Selling Unitholder, if applicable, has taken all necessary
action to approve the issuance of such Common Units, the terms of the offering thereof
and related matters and (c) such Common Units have been issued and delivered in
accordance with the terms of the applicable definitive purchase, underwriting or
similar agreement approved by the Partnership and any Selling Unitholder, if
applicable, upon payment of the consideration therefor provided for therein, such
Common Units will be duly authorized and validly issued and will be fully paid and
nonassessable, except as such non-assessability may be affected by
Section 17-607 of the Delaware Revised Uniform Limited Partnership
Act. |
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With respect to the Debt Securities and the Guarantees to be issued under the
applicable Indenture, when (a) the applicable Indenture has been duly authorized and
validly executed |
