EX-5.1 2 d592111dex51.htm EX-5.1 EX-5.1

Exhibit 5.1

 

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811 Main Street, Suite 3700

Houston, TX 77002

Tel: +1.713.546.5400 Fax: +1.713.546.5401            

www.lw.com

 

FIRM / AFFILIATE OFFICES

   Beijing   Moscow
   Boston   Munich
   Brussels   New York
   Century City   Orange County
December 10, 2018    Chicago   Paris
   Dubai   Riyadh
   Düsseldorf   Rome
   Frankfurt   San Diego
   Hamburg   San Francisco
   Hong Kong   Seoul
   Houston   Shanghai

Energy Transfer LP

8111 Westchester Drive, Suite 600

Dallas, Texas 75225

   London   Silicon Valley
   Los Angeles   Singapore
   Madrid   Tokyo
   Milan   Washington, D.C.                    
    

Re: Distribution Reinvestment Plan of Energy Transfer LP

Ladies and Gentlemen:

We have acted as special counsel to Energy Transfer LP, a Delaware limited partnership (the “Partnership”), in connection with the proposed issuance of up to 40,000,000 common units representing limited partner interests in the Partnership (the “Common Units”), to be issued pursuant to the Partnership’s Distribution Reinvestment Plan (the “Plan”). The Common Units are included, and the Plan is set forth, in a registration statement on Form S–3 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on December 7, 2018 (the “Registration Statement”). The term “Common Units” shall include any additional common units representing limited partner interests in the Partnership registered by the Partnership pursuant to Rule 462(b) under the Act in connection with the offering contemplated by the Registration Statement. This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related prospectus, other than as expressly stated herein with respect to the issuance of the Common Units.

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the general partner of the Partnership and others as to factual matters without having independently verified such factual matters. We are opining herein as to the Delaware Revised Uniform Limited Partnership Act (the “Delaware LP Act”), and we express no opinion with respect to any other laws.

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, upon issuance and delivery of the Common Units in the manner contemplated by the Plan as described in the Registration Statement, the issuance and sale of the Common Units


December 10, 2018

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will have been duly authorized by all necessary limited partnership action of the Partnership, and the Common Units will be validly issued and, under the Delaware LP Act, purchasers of the Common Units will have no obligation to make further payments for the Common Units or contributions to the Partnership solely by reason of their ownership of Common Units or their status as limited partners of the Partnership and will have no personal liability for the obligations of the Partnership by reason of being limited partners of the Partnership.

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm in the prospectus contained in the Registration Statement under the heading “Validity of the Common Units.” We further consent to the incorporation by reference of this letter and consent into any registration statement filed pursuant to Rule 462(b) with respect to the Common Units. 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 Act or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Latham & Watkins LLP