Exhibit 5.1

October 3, 2019
811 Main Street, Suite 3700
Houston, TX 77002
Tel: +1.713.546.5400 Fax: +1.713.546.5401
www.lw.com
FIRM / AFFILIATE OFFICES
| | |
Beijing | | Moscow |
Boston | | Munich |
Brussels | | New York |
Century City | | Orange County |
Chicago | | Paris |
Dubai | | Riyadh |
Düsseldorf | | San Diego |
Frankfurt | | San Francisco |
Hamburg | | Seoul |
Hong Kong | | Shanghai |
Houston | | Silicon Valley |
London | | Singapore |
Los Angeles | | Tokyo |
Madrid | | Washington, D.C. |
Milan | | |
Energy Transfer LP
8111 Westchester Drive, Suite 600
Dallas, Texas 75225
| Re: | Registration Statement on FormS-4 |
Ladies and Gentlemen:
We have acted as special counsel to Energy Transfer LP, a Delaware limited partnership (“Energy Transfer”), in connection with the proposed issuance of up to 60,473,628 common units representing limited partner interests in Energy Transfer (the “Units”) pursuant to the terms and conditions of the Agreement and Plan of Merger, dated as of September 15, 2019 (the “Merger Agreement”), by and among Energy Transfer, SemGroup Corporation, a Delaware corporation, and Nautilus Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of Energy Transfer.
The Units are included in a registration statement on FormS-4 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on October 3, 2019 (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 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 Energy Transfer’s general partner 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 LP Act”), and we express no opinion with respect to any other laws.