Exhibit 5.1
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Energy Transfer Operating, L.P.
8111 Westchester Drive, Suite 600
Dallas, Texas 75225
| Re: | Registration Statement No. 333-221411; Public Offering of 32,000,000 Series E Preferred Units |
Ladies and Gentlemen:
We have acted as special counsel to Energy Transfer Operating, L.P., a Delaware limited partnership (the “Partnership”), in connection withthe issuance by the Partnership of up to 32,200,000 of its 7.600% Series EFixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (the “Series E Preferred Units”). The Series E Preferred Units are included in a registration statement on FormS-3 under the Securities Act of 1933, as amended (the “Act”), and filed with the Securities and Exchange Commission (the “Commission”) on November 8, 2017 (RegistrationNo. 333-221411), as amended by Post-Effective Amendment No. 1 on FormS-3, filed with the Commission on June 5, 2018 (as so filed and 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 supplement dated April 17, 2019 to the Prospectus dated November 8, 2017 (collectively, the “Prospectus”), other than as expressly stated herein with respect to the issuance of the Series E Preferred 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 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 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.
Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Series E Preferred Units shall have been issued by the Partnership against