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2001 ROSS AVENUE |
AUSTIN |
LONDON |
September 21, 2017
EnLink Midstream Partners, LP
1722 Routh Street, Suite 1300
Dallas, Texas 75201
Ladies and Gentlemen:
We have acted as counsel to EnLink Midstream Partners, LP, a Delaware limited partnership (the “Partnership”), in connection with the offering and sale by the Partnership of 400,000 of its 6.000% Series C Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units representing limited partner interests in the Partnership (the “Series C Preferred Units”) pursuant to that certain Underwriting Agreement dated September 14, 2017 (the “Underwriting Agreement”) by and between the Partnership and J.P. Morgan Securities LLC, as representative of the several underwriters named therein (collectively, the “Underwriters”).
We refer to the registration statement on Form S-3 (Registration Statement No. 333-216570) with respect to the Series C Preferred Units being sold by the Partnership (the “Registration Statement”), as filed by the Partnership with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”). The final prospectus supplement dated September 14, 2017 (the “Prospectus Supplement”), which together with the accompanying prospectus dated March 9, 2017 (together with the Prospectus Supplement, the “Prospectus”) filed with the Registration Statement, has been filed pursuant to Rule 424(b) promulgated under the Securities Act.
As the basis for the opinion hereinafter expressed, we examined (i) the Registration Statement and the Prospectus, (ii) the Ninth Amended and Restated Agreement of Limited Partnership of the Partnership dated as of September 21, 2017 (the “Partnership Agreement”), (iii) the Underwriting Agreement, (iv) the Delaware Revised Uniform Limited Partnership Act (the “Delaware LP Act”) and the Delaware Limited Liability Company Act (the “Delaware LLC Act”), (v) partnership records and documents, (vi) certificates of the Partnership, certain of its affiliates and public officials, (vii) statutes and (viii) other instruments and documents as we deemed necessary or advisable for the purposes of this opinion. In making our examination, we have assumed that all signatures on documents examined by us are genuine, that all documents submitted to us as originals are authentic and that all documents submitted to us as certified or photostatic copies conform with the original copies of such documents.
Based upon the foregoing and subject to the assumptions, limitations and qualifications set forth herein, we are of the opinion that the Series C Preferred Units, when issued and delivered on behalf of the Partnership against payment therefor as described in the Underwriting Agreement, will be duly authorized, validly issued, fully paid (to the extent required by the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware LP Act).
