Exhibit 5.1
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ONE SHELL PLAZA
910 LOUISIANA
HOUSTON, TEXAS
77002-4995
TEL +1 713.229.1234
FAX +1 713.229.1522
www.bakerbotts.com
| | AUSTIN
BEIJING
DALLAS
DUBAI
HONG KONG
HOUSTON
LONDON
MOSCOW
NEW YORK
PALO ALTO
RIYADH
WASHINGTON |
May 21, 2009
Encore Energy Partners LP
777 Main Street, Suite 1400
Fort Worth, Texas 76102
Ladies and Gentlemen:
We have acted as counsel to Encore Energy Partners LP, a Delaware limited partnership (the “Partnership”), in connection with the proposed offering and sale of up to 2,400,000 common units representing limited partner interests in the Partnership (the “Common Units”) pursuant to that certain Underwriting Agreement dated May 19, 2009 (the “Underwriting Agreement”) by and among the Partnership, Encore Energy Partners GP LLC, a Delaware limited liability company, and Encore Energy Partners Operating LLC, a Delaware limited liability company, on the one hand, and Barclays Capital Inc., as representative of the underwriters named in Schedule A thereto (the “Underwriters”), on the other hand. The Underwriters have an option to purchase up to 360,000 additional Common Units to cover over-allotments, if any.
We refer to the registration statement on Form S-3, as amended (Registration Statement No. 333-153768), with respect to the Common Units being sold by the Partnership (the “Registration Statement”), as filed by the Partnership with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”). The final prospectus supplement dated May 19, 2009 (the “Prospectus Supplement”), which together with the accompanying prospectus dated November 25, 2008 (the “Prospectus”) filed with the Registration Statement, has been filed pursuant to Rule 424(b) promulgated under the Securities Act.
As the basis for the opinion hereinafter expressed, we examined the Second Amended and Restated Agreement of Limited Partnership, as amended to date, of the Partnership (the “Partnership Agreement”), the Underwriting Agreement, the Delaware Revised Uniform Limited Partnership Act (the “Act”), partnership records and documents, certificates of the Partnership, certain of its affiliates and public officials, and other instruments and documents as we deemed necessary or advisable for the purposes of this opinion. In making our examination, we have assumed that all signatures on documents examined by us are genuine, that all documents submitted to us as originals are authentic and that all documents submitted to us as certified or photostatic copies conform with the original copies of such documents.
Based on the foregoing and on such legal considerations as we deem relevant, we are of the opinion that:
1. The Partnership has been duly formed and is validly existing as a limited partnership under the Act.
2. The Common Units, when issued and delivered on behalf of the Partnership against payment therefor as described in the Underwriting Agreement, will be duly authorized, validly issued, fully paid (to the extent required by the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 17-303, 17-607 and 17-804 of the Act and otherwise by matters described in the Prospectus under the caption “Our Partnership Agreement—Limited Liability”).
This opinion is limited in all respects to the federal laws of the United States of America and the Act, each as in effect on the date hereof.
At your request, this opinion is being furnished to you for filing as an exhibit to the Partnership’s Current Report on Form 8-K filed on the date hereof. We hereby consent to the statements with respect to us under the heading “Legal Matters” in the Prospectus Supplement and the Prospectus and to the filing of this opinion as an exhibit to the Partnership’s Current Report on Form 8-K filed on the date hereof. In giving this consent, we do not hereby admit that we are within the category of persons whose consent is required under the provisions of the Securities Act, or the rules and regulations of the Commission issued thereunder.
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| | Very truly yours,
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| | /s/ Baker Botts L.L.P. | |
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STW/JAR/BGG
