Exhibit 5.1
June 24, 2020
DCP Midstream, LP
DCP Midstream Operating, LP
370 17th Street, Suite 2500
Denver, Colorado 80202
Ladies and Gentlemen:
We have acted as counsel to DCP Midstream, LP, a Delaware limited partnership (the “Partnership”), and DCP Midstream Operating, LP, a Delaware limited partnership and wholly-owned subsidiary of the Partnership (the “Issuer” and, together with the Partnership, the “Obligors”), in connection with the sale and issuance by the Issuer of $500,000,000 in aggregate principal amount of the Issuer’s 5.625% Senior Notes due 2027 (the “Notes”). The Notes are being issued under an Indenture, dated as of September 30, 2010 (the “Base Indenture”), between the Issuer and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as amended and supplemented by the Third Supplemental Indenture, dated as of June 14, 2012, among the Issuer, the Partnership, as Guarantor, and the Trustee (the “Third Supplemental Indenture”), and the Ninth Supplemental Indenture, dated as of June 24, 2020, among the Issuer, the Partnership, as Guarantor, and the Trustee (the “Ninth Supplemental Indenture” and, together with the Third Supplemental Indenture, the “Supplemental Indentures”). The Base Indenture, as amended and supplemented by the Supplemental Indentures, is referred to herein as the “Indenture.” The payment of the principal of, and interest on, the Notes is being guaranteed by the Partnership pursuant to the guarantee included in the Indenture (the “Guarantee” and, together with the Notes, the “Securities”), and the Securities are being sold by the Issuer and the Partnership, as applicable, to the several underwriters pursuant to an Underwriting Agreement (the “Underwriting Agreement”), dated as of June 17, 2020, by and among the Partnership, the Issuer, DCP Midstream GP, LP, a Delaware limited partnership (the “General Partner”), DCP Midstream GP, LLC, a Delaware limited liability company (“GP LLC”), DCP Midstream Operating, LLC, a Delaware limited liability company (“OLP GP” and, collectively with the Obligors, the General Partner and GP LLC, the “DCP Parties”), and BofA Securities, Inc., as the representative of the several underwriters.
We have participated in the preparation of a prospectus supplement dated June 17, 2020 (the “Prospectus Supplement”), and the base prospectus dated November 8, 2017 (the “Prospectus”), each forming part of the Registration Statement on FormS-3 (File Nos. 333-221419 and
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