Exhibit 5.1
[GREENBERG TRAURIG LETTERHEAD]
Greenberg Traurig, LLP
1000 Louisiana St
Houston TX 77002
Main Tel: 713 374 3500
Main Fax: 713 374 3505
April 13, 2010
Ferrellgas Partners, L.P.
Ferrellgas Partners Finance Corp.
7500 College Boulevard, Suite 1000
Overland Park, Kansas 66210
Ladies and Gentlemen:
We have acted as special counsel to Ferrellgas Partners, L.P., a Delaware limited partnership (the “Partnership”), and Ferrellgas Partners Finance Corp., a Delaware corporation (“Finance Corp” and, together with the Partnership, the “Issuers”), in connection with the issuance of $280,000,000 in aggregate principal amount of 8.625% senior unsecured notes due 2020 (the “Securities”). The Securities are being issued under an indenture dated April 13, 2010 by and among the Issuers and U.S. Bank National Association, as trustee (the “Base Indenture”), as supplemented by a first supplemental indenture dated April 13, 2010 setting forth the terms of the Securities (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), and in accordance with an Underwriting Agreement dated March 31, 2010 by and among the Issuers, Ferrellgas, Inc., a Delaware corporation (the “General Partner”), and Wells Fargo Securities, LLC, as representative of the underwriters named therein (collectively, the “Underwriters”) (the “Underwriting Agreement”), relating to the sale of the Securities by the Issuers to the Underwriters.
The Securities are being issued pursuant to a prospectus supplement dated March 31, 2010 (the “Prospectus Supplement”), as filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b) on April 1, 2010, a base prospectus dated April 13, 2009 (such base prospectus, as amended and supplemented by the Prospectus Supplement, the “Prospectus”), and an effective Registration Statement on Form S-3 (Registration No. 333-157760) (as amended, the “Registration Statement”). This opinion letter is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the “Act”), and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the Prospectus other than as expressly stated herein.
In rendering the opinions expressed herein, we have examined originals or copies of (i) the Registration Statement; (ii) the Prospectus; (iii) the Prospectus Supplement; (iv) the
Underwriting Agreement; (v) the Indenture; (vi) the Supplemental Indenture; (vii) the certificate of limited partnership and the limited partnership agreement of the Partnership; (viii) the certificates of incorporation and the bylaws of the General Partner and Finance Corp.; (ix) certain resolutions of the boards of directors of the General Partner and Finance Corp.; (x) certificates of officers of the General Partner and Finance Corp., including exhibits thereto, with respect to certain matters (the “Officer’s Certificates”); and (xi) such other certificates, instruments and documents we considered appropriate to render the opinions expressed herein.
In our examination and investigation of the documents listed in clauses (i) through (xi) in the above paragraph (collectively, the “Documents”), we have assumed (a) the genuineness of all signatures on, and the authenticity of, all Documents submitted to us as originals and the conformity to the original documents of all Documents submitted to us as copies, (b) that the Documents have not been and will not be, on or before the date of this opinion letter, altered or amended in any respect material to our opinions expressed herein, (c) the truthfulness of all statements of fact set forth in the Documents, (d) the due authorization, execution and delivery by the parties thereto of all Documents examined by us other than by the Issuers and the General Partner, (e) the legal capacity of all natural persons and (f) that, to the extent the Documents purport to constitute agreements of parties other than the Issuers and the General Partner, the Documents constitute valid, binding and enforceable obligations of such other parties.
Based on the foregoing and subject to the limitations, conditions and assumptions set forth herein, and having due regard for such legal considerations as we deem relevant, we are of the opinion that, as of the date hereof, when the Securities have been duly executed, issued and authenticated in accordance with the terms of the Indenture and delivered by the trustee against payment therefor in accordance with the terms of the Underwriting Agreement, the Securities will constitute valid and legally binding obligations of the Issuers, enforceable against the Issuers in accordance with their terms except as such enforcement may be subject to any applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or other law relating to or affecting creditors’ rights generally and general principles of equity.
The opinions expressed herein are strictly limited to the matters expressly stated herein, and no other or more extensive opinions are intended or implied or to be inferred beyond the matters expressly stated herein. The opinions expressed herein are based on and are strictly limited to, as in effect on the date hereof, the internal laws of the state of New York, the Delaware Revised Uniform Limited Partnership Act, the general corporation law of the state of Delaware, which includes all applicable provisions of the Delaware Constitution and the reported judicial decisions interpreting such laws, and the federal laws of the United States. No opinion is expressed herein as to the effect the laws of any other jurisdiction might have upon the subject matter of the opinions expressed herein under any conflict of law principles or otherwise.
The opinions expressed herein are as of the date hereof, we undertake no responsibility to update such opinions after the date hereof and we assume no responsibility for advising you of any changes with respect to any matters described in such opinions that may occur subsequent to the date hereof or with respect to the discovery subsequent to the date hereof of information not
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previously known to us pertaining to events occurring prior to the date hereof.
This opinion letter 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 hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Current Report on Form 8-K of the Issuers dated on or about the date hereof, to the incorporation by reference of this opinion letter into the Registration Statement and to the reference to us in the Prospectus under the caption “Legal Matters.” 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.
| Sincerely, |
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| /s/ GREENBERG TRAURIG, LLP |
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| GREENBERG TRAURIG, LLP |
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