Exhibit 5.1
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May 3, 2019
Boardwalk Pipeline Partners, LP
Boardwalk Pipelines, LP
9 Greenway Plaza, Suite 2800
Houston, TX 77046
Ladies and Gentlemen:
We have acted as counsel to Boardwalk Pipelines, LP, a Delaware limited partnership (the “Operating Partnership”), and Boardwalk Pipeline Partners, LP, a Delaware limited partnership (the “Partnership”), in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”) of (i) the offering and sale by the Operating Partnership of $500,000,000 aggregate principal amount of 4.80% Senior Notes due 2029 (the “Notes”) and (ii) the offering and sale of the guarantee (the “Guarantee”) by the Partnership of the Notes. The Notes and the Guarantee are referred to collectively herein as the “Securities.” The Securities will be issued and sold pursuant to the Underwriting Agreement dated April 30, 2019 by and among Boardwalk GP, LLC, Boardwalk GP, LP, the Partnership, Boardwalk Operating GP, LLC, the Operating Partnership and J.P. Morgan Securities LLC, Barclays Capital Inc. and MUFG Securities Americas Inc., as representatives of the several underwriters (the “Underwriting Agreement”).
The Securities are being offered and sold pursuant to a prospectus supplement dated April 30, 2019 (the “Prospectus Supplement”) filed with the Securities and Exchange Commission pursuant to Rule 424(b) on May 1, 2019, to the prospectus dated December 7, 2018 (such prospectus, as amended and supplemented by the Prospectus Supplement, the “Prospectus”), included in and forming part of the Registration Statement on FormS-3 (RegistrationNo. 333-228714) (as amended, the “Registration Statement”). Capitalized terms used but not defined herein shall have the meanings given such terms in the Underwriting Agreement.
The Securities are to be issued as securities pursuant to that certain Indenture, dated as of August 21, 2009 (the “Base Indenture”), between the Partnership, the Operating Partnership and The Bank of New York Mellon Trust Company, N.A., as trustee, as amended and to be supplemented by the Seventh Supplemental Indenture thereto, to be dated as of May 3, 2019 (the “Supplemental Indenture”), by and among the Partnership, the Operating Partnership and The Bank of New York Mellon Trust Company, N.A. (the Base Indenture, as so amended by the Supplemental Indenture, the “Indenture”).
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