Exhibit 5.1
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January 15, 2019
Energy Transfer Operating, L.P.
8111 Westchester Drive, Suite 600
Dallas, Texas 75225
| Re: | Registration Statement No. 333-221411 |
Ladies and Gentlemen:
We have acted as special counsel to Energy Transfer Operating, L.P., a Delaware limited partnership (the “Partnership”), and Sunoco Logistics Partners Operations L.P., a Delaware limited partnership (the “Operating Partnership”), in connection with the issuance by the Partnership of $750,000,000 aggregate principal amount of its 4.500% Senior Notes due 2024 (the “2024Notes”), $1,500,000,000 aggregate principal amount of its 5.250% Senior Notes due 2029 (the “2029Notes”) and $1,750,000,000 aggregate principal amount of its 6.250% Senior Notes due 2049 (the “2049 Notes” and, together with the 2024 Notes and the 2029 Notes, the “Notes”) and the guarantee of the Notes (the “Guarantee” and, together with the Notes, the “Securities”) by the Operating Partnership, under the Base Indenture dated as of June 8, 2018 (the “Base Indenture”), by and among the Partnership, the Operating Partnership and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by the Second Supplemental Indenture, dated as of January 15, 2019, setting forth the terms of the Notes (the “Second Supplemental Indenture” and, the Base Indenture as so supplemented, the “Indenture”), and pursuant to a registration statement onForm S-3 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on November 8, 2017 (RegistrationNo. 333-221411), and as amended by Post-Effective Amendment No. 1 on FormS-3, filed with the Commission on June 5, 2018 (as so amended, the “Registration Statement”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of RegulationS-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 Securities.
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 general partner of the Partnership and the general partner of the Operating Partnership and others as to factual matters without having independently verified such factual matters. We are opining herein as to the internal laws of the State of New York and the Delaware Revised Uniform Limited Partnership Act, and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or, in the case of Delaware, any other laws, or as to any matters of municipal law or the laws of any local agencies within any state.