Exhibit 5.1
|
2001 ROSS AVENUE DALLAS, TEXAS 75201-2980 214.953.6500 FAX 214.953.6503 |
AUSTIN BAKU DALLAS DUBAI HONG KONG HOUSTON LONDON MOSCOW NEW YORK RIYADH WASHINGTON |
November 30, 2005
Crosstex Energy, L.P.
2501 Cedar Springs
Suite 100
Dallas, Texas 75201
2501 Cedar Springs
Suite 100
Dallas, Texas 75201
Ladies and Gentlemen:
We have acted as counsel to Crosstex Energy, L.P., a Delaware limited partnership (the
“Partnership”), with respect to certain legal matters in connection with Amendment No. 1 to the Registration Statement
on Form S-3 (File No. 333-128282) (the “Registration Statement”) to be filed by the Partnership with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), relating
to the resale by the selling unitholders named in the Registration Statement, from time to time
pursuant to Rule 415 under the Securities Act, of up to 4,345,575 common units representing limited
partner interests of the Partnership (the “Common Units”), including 1,495,410 Common Units that are issuable upon the conversion of
1,495,410 senior subordinated units representing limited partner interests of the Partnership (the
“Senior Subordinated Units”) and (ii) 2,850,165 Common Units issued upon conversion of 2,850,165 senior subordinated Series B units representing limited partner interests of the Partnership (the “Senior Subordinated Series B Units”). The Senior Subordinated Units will automatically convert into Common
Units on February 24, 2006 at a ratio of one Common Unit for each Senior Subordinated Unit. At
your request, this opinion is being furnished to you for filing as Exhibit 5.1 to the Registration
Statement.
In our capacity as your counsel in the connection referred to above, we have examined the
Partnership’s Fourth Amended and Restated Agreement of Limited Partnership and the Partnership’s
Certificate of Limited Partnership, each as amended to date, and originals, or copies certified or
otherwise identified, of partnership records of the Partnership, including minute books of the
Partnership as furnished to us by the Partnership, certificates of public officials and of
representatives of the Partnership, statutes (including the Delaware Revised Uniform Limited
Partnership Act), the Registration Statement and the prospectus contained therein (the
“Prospectus”) and other instruments and documents as a basis for the opinions hereinafter
expressed.
In connection with this opinion, we have assumed that all signatures on all documents examined
by us are genuine, that all documents submitted to us as originals are authentic, that all
documents submitted to us as copies are true and correct copies of the originals thereof and that
all information submitted to us was accurate and complete.
Based upon our examination as aforesaid, and subject to the assumptions, qualifications,
limitations and exceptions herein set forth, we are of the opinion that (i) the 2,850,165 Common Units issued upon conversion of the Senior Subordinated Series B Units are duly authorized, validly issued, fully paid and nonassessable, and (ii) the 1,495,410 Common Units to be issued upon conversion of the Senior Subordinated Units, when
issued upon conversion of the Senior Subordinated Units, will be duly authorized, validly issued,
fully paid and nonassessable.
The opinion set forth above is limited in all respects to the Revised Uniform Limited
Partnership Act of the State of Delaware and federal laws of the United States, and no opinion is
expressed herein as to matters governed by the law of any other jurisdiction.
