Exhibit 5.1
|
|
|
|
|
|
|
2001 ROSS AVENUE
|
|
AUSTIN |
|
|
DALLAS, TEXAS
|
|
BAKU |
|
|
75201-2980 214.953.6500
|
|
DALLAS DUBAI |
|
|
FAX 214.953.6503
|
|
HONG KONG |
|
|
|
|
HOUSTON LONDON |
|
|
|
|
MOSCOW |
|
|
|
|
NEW YORK |
|
|
|
|
RIYADH |
|
|
|
|
WASHINGTON |
June 2, 2006
Crosstex Energy, L.P.
Subsidiary Guarantors Listed on Schedule A of the Form S-3
Registration Statement
2501 Cedar Springs
Suite 100
Dallas, Texas 75201
Ladies and Gentlemen:
We have acted as counsel for Crosstex Energy, L.P., a Delaware limited partnership (the
Partnership), 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
Pipeline, LLC, a Texas limited liability company (Crosstex Pipeline), Crosstex Processing
Services, LLC, a Delaware limited liability company (Crosstex Processing), Crosstex Pelican, LLC,
a Delaware limited liability company (Crosstex Pelican), Crosstex Pipeline Partners, Ltd., a
Texas limited partnership (Pipeline Partners), 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 Treating Services, L.P., a Delaware limited partnership (Crosstex Treating
Services), Crosstex Gulf Coast Marketing Ltd., a Texas limited partnership (Crosstex Gulf
Coast Marketing), Crosstex Gulf Coast Transmission Ltd., a Texas limited partnership
(Crosstex Gulf Coast Transmission), Crosstex CCNG Gathering, Ltd., a Texas limited partnership (Crosstex CCNG Gathering),
Crosstex CCNG Processing, Ltd., a Texas limited partnership (Crosstex CCNG Processing),
Crosstex CCNG Transmission, Ltd., a Texas limited partnership (Crosstex CCNG Transmission),
Crosstex Acquisition Management, L.P., a Delaware limited partnership (Crosstex Acquisition
Management), Crosstex Mississippi Pipeline, L.P., a Delaware limited partnership (Crosstex
Mississippi Pipeline), Crosstex Seminole Gas, L.P., a Delaware limited partnership (Crosstex
Seminole Gas), Crosstex Alabama Gathering System, L.P., a Delaware limited partnership (Crosstex
Alabama Gathering System), Crosstex Mississippi Industrial Gas Sales, L.P., a Delaware limited
partnership (Crosstex Mississippi Industrial Gas Sales), 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 Pipeline, Crosstex Processing,
Crosstex Pelican, Pipeline Partners, Sabine Pass JV, Crosstex LIG, Crosstex Tuscaloosa, Crosstex
LIG Liquids, Crosstex Treating Services, Crosstex Gulf Coast Marketing, Crosstex Gulf Coast
Transmission, Crosstex CCNG Gathering, Crosstex CCNG Processing, Crosstex CCNG Transmission,
Crosstex Acquisition Management, Crosstex Mississippi Pipeline, Crosstex Seminole Gas, Crosstex
Alabama Gathering System, Crosstex Mississippi Industrial Gas Sales, North Texas Pipeline, North Texas Gathering and NGL Marketing, 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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Crosstex Energy, L.P.
|
|
- 2 -
|
|
June 2, 2006 |
the Partnership 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. Such securities include (i) common units representing limited partner
interests in the Partnership (the Common Units); (ii) partnership securities of the Partnership
(the Partnership Securities), (iii) unsecured debt securities of the Partnership, in one or more
series, consisting of notes, debentures or other evidences of indebtedness (the Debt Securities);
and (iv) guarantees (the Guarantees) of such Debt Securities by one or more of the Subsidiary
Guarantors. The Common Units, the Partnership Securities, 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, we have examined (i) the
Fourth Amended and Restated Agreement of Limited Partnership of the Partnership and the Certificate
of Limited Partnership of the Partnership, each as amended to date, (ii) the Second Amended and
Restated Agreement of Limited Partnership of the Operating Partnership and the Certificate of
Limited Partnership of the Operating Partnership, each as amended to date, (iii) 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 date, (iv) 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 date, (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 Partnerships senior and subordinated indentures filed as exhibits to the
Registration Statement (collectively, the Indentures), (vii) partnership and limited liability
company records of the Partnership, the General Partner, Crosstex Energy GP, LLC and each of the
Subsidiary Guarantors, including minute books of the General Partner and Crosstex Energy GP, LLC as
furnished to us by the General Partner and Crosstex Energy GP, LLC, (viii) the 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 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, 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; 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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Crosstex Energy, L.P.
|
|
- 3 -
|
|
June 2, 2006 |
Based upon and subject to the foregoing, we are of the opinion that:
1. 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 and (b) 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 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.
2. With respect to the Partnership Securities of any series, when (a) the Partnership has taken all
necessary action to establish the terms of such series and to approve the issuance of such series of Partnership Securities, the terms of the
offering thereof and related matters and (b) such series of Partnership Securities have been issued
and delivered in accordance with the terms of the applicable definitive purchase,
underwriting or similar agreement approved by the Partnership upon payment of the
consideration therefor provided for therein, such series of Partnership Securities will be duly
authorized and validly issued and will be fully paid and nonassessable.
3. 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 and delivered by the Partnership, the Subsidiary Guarantors and the trustee
thereunder, (b) the applicable Indenture has been duly qualified under the Trust Indenture
Act of 1939, as amended, (c) the Partnership and the Subsidiary Guarantors have taken all
necessary action to approve the issuance and terms of such Debt Securities and Guarantees,
the terms of the offering thereof and related matters and (d) such Debt Securities and
Guarantees have been duly executed, authenticated, issued and delivered in accordance with
the terms of the applicable Indenture and the applicable definitive purchase, underwriting
or similar agreement approved by the Partnership, the Operating Partnership and the
Subsidiary Guarantors upon payment of the consideration therefor provided for therein, such Debt Securities and Guarantees will,
when issued, constitute valid and legally binding obligations of the Partnership and the
Subsidiary Guarantors, enforceable against the Partnership and the Subsidiary Guarantors in
accordance with their terms, except as the enforceability thereof is subject to the effect
of (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other
similar laws relating to or affecting creditors rights generally, (ii) general principles
of equity (regardless of whether such enforceability is considered in a proceeding in equity
or at law) or (iii) any implied covenants of good faith and fair dealing.