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November 22, 2016
Plains All American Pipeline, L.P.
333 Clay Street, Suite 1600
Houston, Texas 77002
Ladies and Gentlemen:
We have acted as counsel for Plains All American Pipeline, L.P., a Delaware limited partnership (the "Partnership") with respect to the preparation of the Registration Statement on Form S-3 (the "Registration Statement") filed on the date hereof with the Securities and Exchange Commission (the "Commission") in connection with the registration by the Partnership under the Securities Act of 1933, as amended (the "Securities Act"), of the offer and sale by the selling unitholders named in the Registration Statement (the "Selling Unitholders") from time to time, pursuant to Rule 415 under the Securities Act, of common units representing limited partner interests in the Partnership (the "Common Units").
We have also participated in the preparation of the Prospectus (the "Prospectus") contained in the Registration Statement to which this opinion is an exhibit.
As the basis for the opinion hereinafter expressed, we examined such statutes, including the Delaware Revised Uniform Limited Partnership Act (the "Delaware LP Act"), and the Partnership's records and documents, certificates of the Partnership and public officials, and other instruments and documents as we deemed necessary or advisable for the purposes of this opinion. In such examination, we have assumed (i) the authenticity of all documents submitted to us as originals and the conformity with the original documents of all documents submitted to us as copies; (ii) that all signatures on each such document examined by us are genuine; (iii) that the Registration Statement, and any amendments thereto (including post-effective amendments), will have become effective; and (iv) that all Shares 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.
Based upon and subject to the foregoing, with respect to the Common Units we are of the opinion that:
1. The Partnership has been duly formed and is validly existing as a limited partnership under the Delaware LP Act; and
2. The Common Units have been duly authorized and validly issued and are fully paid and nonassessable.
The foregoing opinion is limited in all respects to the federal laws of the United States of America, the Delaware LP Act and the Constitution of the State of Delaware, each as interpreted by the courts of the State of Delaware, and we are expressing no opinion as to the effect of the laws of any other jurisdiction.
November 22, 2016 Page 2 |
We hereby consent to the references to this firm under the caption "Legal Matters" in the Prospectus and to the filing of this opinion as an exhibit to the Registration Statement. By giving such consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission issued thereunder.
Very truly yours, | ||
/s/ Vinson & Elkins L.L.P. | ||
Vinson & Elkins L.L.P. |