Exhibit 5.1
November 6, 2023
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Targa Resources Corp. 811 Louisiana St., Suite 2100 Houston, TX 77002 |
Re: | Post-Effective Amendment No. 2 to Registration Statement on Form S-3 |
Ladies and Gentlemen:
We have acted as counsel for Targa Resources Corp., a Delaware corporation (the “Company”), and certain of its subsidiaries with respect to certain legal matters in connection with the preparation and filing by the Company of that certain Post-Effective Amendment No. 2, filed on or about the date hereof (“Amendment No. 2”), to that certain registration statement on Form S-3 (the “Original Registration Statement”), filed on March 21, 2022 (File No. 333-263730), as amended by that certain Post-Effective Amendment No. 1 to the Original Registration Statement, filed on June 22, 2022 (“Amendment No. 1” and, collectively with the Original Registration Statement and Amendment No. 2, the “Registration Statement”), with the U.S. Securities and Exchange Commission (the “Commission”) in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), of the offer and sale from time to time (the “Offering”) of an indeterminate aggregate amount of full and unconditional guarantees (the “Guarantees”) of certain of the Company’s debt securities, consisting of notes, debentures or other evidences of indebtedness (the “Debt Securities” and, together with the Guarantees, the “Securities”), by the additional Company subsidiaries being added as co-registrants under the Registration Statement pursuant to Amendment No. 2 (the “New Guarantors”).
We have also participated in the preparation of the prospectus (the “Prospectus”) contained in the Registration Statement to which this opinion is an exhibit.
We are rendering this opinion as of the time Amendment No. 2 becomes effective, which became automatically effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act.
In connection with the opinions expressed herein, we have examined, among other things, (i) the Amended and Restated Certificate of Incorporation of the Company, dated December 10, 2010, as amended by the Certificate of Designations thereto, dated March 16, 2016, as further amended by the Certificate of Amendment thereto, dated as of May 25, 2021 (collectively, the “Certificate”); (ii) the Second Amended and Restated Bylaws of the Company, dated May 3, 2022 (the “Bylaws”); (iii) the
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