Exhibit 5.1
May 25, 2007
Inergy Holdings, L.P.
Two Brush Creek Boulevard
Suite 200
Kansas City, Missouri 64112
Ladies and Gentlemen:
We have acted as counsel for Inergy Holdings, L.P., a Delaware limited partnership (the “Partnership”), in connection with the proposed offering and sale by the Partnership of 1,500,000 Common Units (the “Common Units”) representing limited partner interests of the Partnership pursuant to an underwriting agreement dated May 21, 2007 (the “Underwriting Agreement”), between the Partnership and Citigroup Global Markets Inc. as the sole underwriter (the “Underwriter”).
We refer to the Registration Statement on Form S-3 (File No. 333-136200) (the “Registration Statement”) filed by the Partnership with the Securities and Exchange Commission (the “Commission) under the Securities Act of 1933, as amended (the “Securities Act”). The prospectus supplement dated May 21, 2007 (the “Prospectus Supplement”), which together with the prospectus (the “Prospectus”) filed with the Registration Statement, has been filed pursuant to Rule 424(b) promulgated under the Securities Act.
As the basis for the opinion hereinafter expressed, we examined such statutes, including the Delaware Revised Uniform Limited Partnership Act, partnership records and documents, certificates of company and public officials, and other instruments and documents as we deemed necessary or advisable for the purposes of this opinion, including, but not limited to, the Underwriting Agreement. In such examination, we assumed 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.
In connection with this opinion, we have assumed that all Common Units will be issued and sold in the manner stated in the Prospectus Supplement, the Prospectus and the Underwriting Agreement.
Based on the foregoing, and subject to the assumptions, limitations and qualifications set forth herein, we are of the opinion that the Common Units, when issued and delivered to and paid for by the Underwriter in accordance with the terms of the Underwriting Agreement, will be validly issued, fully paid and non-assessable except as described in the Prospectus Supplement and the Prospectus.
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Vinson & Elkins LLPAttorneys at Law Austin Beijing Dallas Dubai Hong Kong Houston London Moscow New York Shanghai Tokyo Washington | | First City Tower, 1001 Fannin Street, Suite 2500, Houston, Texas 77002-6760 Tel 713.758.2222 Fax 713.758.2346 www.velaw.com |
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 | | Inergy Holdings, L.P. May 24, 2007 Page 2 |
The opinions expressed herein are limited exclusively to the Delaware Revised Uniform Limited Partnership Act and we are expressing no opinion as to the effect of the laws of any other jurisdiction.
We hereby consent to the filing of this opinion of counsel as Exhibit 5.1 to the Current Report on Form 8-K of the Partnership dated on or about the date hereof, to the incorporation by reference of this opinion of counsel into the Registration Statement and to the reference to our Firm under the heading “Legal Matters” in the Prospectus Supplement and the Prospectus. In 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.
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| Very truly yours, |
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| /s/ Vinson & Elkins L.L.P. |
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| VINSON & ELKINS L.L.P. |
