Targa Resources Corp.
January 9, 2023
Page 2
(iv) the Certificate of Good Standing for the Oklahoma Subsidiary Guarantor dated January 3, 2023 (the “Good Standing Certificate”), and issued by the office of the Secretary of State of the State of Oklahoma (the “OK SOS”);
(v) copies of the Certificate of Limited Liability Company and Articles of Organization (and any amendments thereto) for the Oklahoma Subsidiary Guarantor, as certified by the OK SOS on January 3, 2023 (collectively, the “Articles of Organization”);
(vi) the Operating Agreement of Targa SouthOK NGL Pipeline LLC dated January 27, 2017 for the Oklahoma Subsidiary Guarantor (the “LLC Agreement” and together with the Articles of Organization, the “Organizational Documents”); and
(vii) the Written Consent of the Board of the Entities Named on Schedule A dated as of December 29, 2022 (the “Consent”) authorizing, among other things, the Guarantee of the Securities of the Issuer and the Oklahoma Subsidiary Guarantor’s entry into any and all documents that may hereafter be necessary to effectuate such Guarantee.
With your consent, we have examined and relied on originals or copies of such records of the Company and the Oklahoma Subsidiary Guarantor and such agreements, certificates of public officials, certificates of officers or other representatives of the Company and the Oklahoma Subsidiary Guarantor, and such other documents, certificates and records, as we have deemed necessary or appropriate as a basis for the opinions set forth herein, as to factual matters without having independently verified such factual matters. As to certain questions of fact where such facts were not otherwise verified or established, we have relied upon the accuracy of the various factual representations and warranties of the parties set forth in the Reviewed Documents, as well as the accuracy of the Good Standing Certificate and the Organizational Documents. We have made such investigations of law as we have deemed necessary and relevant as a basis hereof.
A. Assumptions for Legal Opinions
In rendering the opinions expressed herein, we have assumed the following to be true and have conducted no investigation to determine to the contrary:
We have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents, certificates and records submitted to us as originals, the conformity to authentic original documents, certificates and records of all documents, certificates and records submitted to us as copies, the truthfulness of all statements of fact contained therein, and the due authorization (except insofar as we opine below in opinion paragraph 3), execution and delivery of all documents where authorization, execution and delivery are prerequisites to the effectiveness of such documents. We have further assumed that the Organizational Documents have not been amended, supplemented or otherwise modified in any respect not reflected in the copies of the Organizational Documents provided to us.