EX-5.1 2 d404977dex51.htm EX-5.1 EX-5.1

Exhibit 5.1

 

LOGO  

SIDLEY AUSTIN LLP

1000 LOUISIANA STREET

SUITE 5900

HOUSTON, TX 77002

+1 713 495 4500

+1 713 495 7799 FAX

 

AMERICA • ASIA PACIFIC • EUROPE

May 8, 2023

Energy Transfer LP

811 Westchester Drive, Suite 600

Dallas, Texas 75225

 

  Re:

Registration Statement on Form S-3

Ladies and Gentlemen:

We refer to the Registration Statement on Form S-3 (the “Registration Statement”) being filed by Energy Transfer LP, a Delaware limited partnership (the “Partnership”), with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of 44,470,318 common units representing limited partner interests in the Partnership (the “Common Units”) issued by the Partnership to the selling unitholders named in the Registration Statement (the “Selling Unitholders”) in connection with the offer and sale of the Common Units from time to time by the Selling Unitholders.

This opinion letter is being delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

We have examined: (i) the Registration Statement and the exhibits thereto; (ii) the Certificate of Limited Partnership of the Partnership, as amended to the date hereof; (iii) the Third Amended and Restated Agreement of Limited Partnership of the Partnership, dated February 8, 2006, as amended to the date hereof; (iv) the Certificate of Formation of LE GP, LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), as amended to the date hereof; (v) the Second Amended and Restated Limited Liability Company Agreement of the General Partner, dated as of October 19, 2019, as amended to the date hereof; and (vi) the resolutions adopted by the board of directors of the General Partner (the “Board”) relating to the issuance of the Common Units and the Registration Statement. We have also examined originals, or copies of originals certified to our satisfaction, of such agreements, documents, certificates and statements of the General Partner and others, and have examined such questions of law, as we have considered relevant and necessary as a basis for this opinion letter. We have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures, the legal capacity of all persons and the conformity with the original documents of any copies thereof submitted to us for examination. As to facts relevant to the opinions expressed herein, we have relied without independent investigation or verification upon, and assumed the accuracy and completeness of, certificates, letters and oral and written statements and representations of public officials and officers and other representatives of the General Partner.

Sidley Austin (TX) LLP is a Delaware limited liability partnership doing business as Sidley Austin LLP and practicing in affiliation with other Sidley Austin partnerships.


LOGO

Energy Transfer LP

May 8, 2023

Page 2

 

Based on and subject to the foregoing and the other limitations, qualifications and assumptions set forth herein, we are of the opinion that the Common Units have been duly authorized and validly issued and the holders of such Common Units will have no obligation, solely by reason of their ownership of such Common Units, to make any contributions to the Partnership or any further payments for their purchase of such Common Units, and such persons will have no personal liability, solely by reason of their ownership of such Common Units, to creditors of the Partnership for any of its debts, liabilities or other obligations.

This opinion letter is limited to the Delaware Revised Uniform Limited Partnership Act and the Delaware Limited Liability Company Act. We express no opinion as to the laws, rules or regulations of any other jurisdiction, including, without limitation, the federal laws of the United States of America or any state securities or blue sky laws.

We hereby consent to the filing of this opinion letter as an Exhibit to the Registration Statement and to all references to our Firm included in or made a part of the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.

 

Very truly yours,

 

/s/ Sidley Austin LLP