Exhibit 5.1
[ON PWRW&G LETTERHEAD]
(212) 373-3000
(212) 757-3990
June 14, 2012
Harvest Operations Corp.
2100, 330 - 5th Ave. S.W.
Calgary, Alberta
Canada T2P 0L4
Registration Statement on Form F-4
Ladies and Gentlemen:
In connection with the Registration Statement on Form F-4 (the “Registration Statement”) of Harvest Operations Corp., an Alberta corporation (the “Company”) and North Atlantic Refining Limited, 1496965 Alberta Ltd., Harvest Breeze Trust No. 1, Harvest Breeze Trust No. 2, Breeze Resources Partnership and Hay River Partnership (collectively, the “Guarantors”), filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “Act”), and the rules and regulations thereunder (the “Rules”), you have asked us to furnish our opinion as to the legality of the securities being registered under the Registration Statement. The
Registration Statement relates to the registration under the Act of the Company’s US$500,000,000 aggregate principal amount of 67/8% Senior Notes due 2017 (the “Exchange Notes”) and the guarantees of the Exchange Notes by the Guarantors (the “Exchange Guarantees”).
The Exchange Notes and the Exchange Guarantees are to be offered in exchange for the Company’s outstanding US$500,000,000 aggregate principal amount of 67/8% Senior Notes due 2017 (the “Initial Notes”) and the guarantees of the Initial Notes by the Guarantors (the “Initial Guarantees”). The Exchange Notes and the Exchange Guarantees will be issued by the Company in accordance with the terms of the Indenture (the “Indenture”), dated as of October 4, 2010, among the Company, the Guarantors and U.S. Bank National Association, as trustee.
In connection with the furnishing of this opinion, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (collectively, the “Documents”):
1. the Registration Statement;
2. the Indenture, including as exhibits thereto the form of Exchange Note and the related Exchange Guarantees, included as Exhibit 4.1 to the Registration Statement; and
3. the Registration Rights Agreement, dated as of October 4, 2010 (the “Registration Rights Agreement”), among the Company, the Guarantors and the initial purchasers named therein, included as Exhibit 4.2 to the Registration Statement.
In addition, we have examined such other certificates, agreements and documents that we deemed relevant and necessary as a basis for the opinions expressed below. We have also relied upon the factual matters contained in the representations and warranties of the
Company and the Guarantors made in the Documents and upon certificates of public officials and the officers of the Company and the Guarantors.
In our examination of the documents referred to above, we have assumed, without independent investigation, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as certified, photostatic, reproduced or conformed copies of valid existing agreements or other documents, the authenticity of all the latter documents and that the statements regarding matters of fact in the certificates, records, agreements, instruments and documents that we have examined are accurate and complete. We have also assumed, without independent investigation, (i) that the Exchange Notes and Exchange Guarantees will be issued as described in the Registration Statement and (ii) that the Exchange Notes and Exchange Guarantees will be in substantially the form attached to the Indenture and that any information omitted from such form will be properly added. With regards to certain matters of Alberta and Canadian federal law, we have relied, with the Company’s permission, upon the opinion of Bennett Jones LLP and Stewart McKelvey, filed as Exhibits 5.2 and 5.3, respectively, to the Registration Statement.
Based upon the above, and subject to the stated assumptions, exceptions and qualifications, we are of the opinion that:
1. When duly issued, authenticated and delivered against the surrender and cancellation of the Initial Notes as set forth in the Registration Statement and in accordance with the terms of the Indenture and the Registration Rights Agreement, the Exchange Notes will be valid and legally binding obligations of the Company
enforceable against the Company in accordance with their terms, except that the enforceability of the Exchange Notes may be subject to bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).
2. When the Exchange Guarantees are duly issued, authenticated and delivered against the surrender and cancellation of the Initial Guarantees as set forth in the Registration Statement and in accordance with the terms of the Indenture and the Registration Rights Agreement, the Exchange Guarantees will be valid and legally binding obligations of each of the Guarantors enforceable against each of the Guarantors in accordance with their terms, except that enforceability of the Exchange Guarantees may be subject to bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law).
The opinions expressed above are limited to the laws of the State of New York. Our opinion is rendered only with respect to the laws, and the rules, regulations and orders under those laws, that are currently in effect.
We hereby consent to use of this opinion as an exhibit to the Registration Statement and to the use of our name under the heading “Legal Matters” contained in the prospectus included in the Registration Statement. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required by the Act or the Rules.
Very truly yours,
/s/ PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
