Exhibit 5.1
April 30, 2013
Crestwood Midstream Partners LP
Crestwood Midstream Finance Corporation
700 Louisiana Street, Suite 2060
Houston, TX 77002
Ladies and Gentlemen:
We have acted as counsel to Crestwood Midstream Partners LP, a Delaware limited partnership (the “Issuer”), Crestwood Midstream Finance Corporation, a Delaware corporation (the “Co-Issuer” and, together with the Issuer, the “Issuers”), and the subsidiaries of the Issuer listed on Schedule I hereto (the “Guarantors”) in connection with the Registration Statement on Form S-4 (the “Registration Statement”) filed by the Issuers and the Guarantors with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, relating to the issuance by the Issuers of $150,000,000 aggregate principal amount of 7.75% Senior Notes due 2019 (the “Exchange Securities”) and the issuance by the Guarantors of guarantees (the “Guarantees”) with respect to the Exchange Securities. The Exchange Securities and the Guarantees will be issued under an indenture, dated as of April 1, 2011 (as supplemented by Supplemental Indenture No. 1, dated November 29, 2011, Supplemental Indenture No. 2, dated January 6, 2012, Supplemental Indenture No. 3, dated March 22, 2012 and Supplemental Indenture No. 4, dated April 11, 2013, the “Indenture”), among the Issuers, the Guarantors and The Bank of New York Mellon Trust Company, N.A., as trustee. The Exchange Securities will be offered by the Issuers in exchange for $150,000,000 aggregate principal amount of their outstanding 7.75% Senior Notes due 2019 that were issued on November 14, 2012 (the “Outstanding Notes”).
We have examined the Registration Statement, the Indenture, which has been filed with the Commission as an exhibit to the Registration Statement, the form of Exchange Security and the form of Outstanding Note. We also have examined the originals, or duplicates or certified or
Crestwood Midstream Partners LP
Crestwood Midstream Finance Corporation
conformed copies, of such records, agreements, documents and other instruments and have made such other investigations as we have deemed relevant and necessary in connection with the opinions hereinafter set forth. As to questions of fact material to this opinion, we have relied upon certificates or comparable documents of public officials and of officers and representatives of the Issuers and the Guarantors.
In rendering the opinions set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents. We also have assumed that the Indenture is the valid and legally binding obligation of the Trustee.
Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that:
1. When the Exchange Securities have been duly executed, authenticated, issued and delivered in accordance with the provisions of the Indenture upon the exchange, the Exchange Securities will constitute valid and legally binding obligations of the Issuers, enforceable against the Issuers in accordance with their terms.
2. When (a) the Exchange Securities have been duly executed, authenticated, issued and delivered in accordance with the provisions of the Indenture upon the exchange and (b) the Guarantees have been duly issued, the Guarantees will constitute valid and legally binding obligations of the Guarantors, enforceable against the Guarantors in accordance with their terms.
Our opinions set forth above are subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing.
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Crestwood Midstream Partners LP
Crestwood Midstream Finance Corporation
Insofar as the opinions expressed herein relate to or are dependent upon matters governed by the law of the State of Texas, we have relied upon the opinion of Locke Lord LLP, dated the date hereof, which is being filed as an exhibit to the Registration Statement.
We do not express any opinion herein concerning any law other than the law of the State of New York, the federal law of the United States, the Delaware General Corporation Law, the Delaware Limited Liability Company Act, the Delaware Revised Uniform Limited Partnership Act and to the extent set forth herein, the law of the State of Texas.
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the use of our name under the caption “Legal Matters” in the prospectus included in the Registration Statement.
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| Very truly yours, |
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/s/ Simpson Thacher & Bartlett LLP |
| SIMPSON THACHER & BARTLETT LLP |
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Schedule I
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SUBSIDIARY | | STATE OF INCORPORATION OR FORMATION |
Crestwood Marcellus Pipeline LLC | | Delaware |
Crestwood Gas Services Operating LLC | | Delaware |
Crestwood Gas Services Operating GP LLC | | Delaware |
Crestwood Ohio Midstream Pipeline LLC | | Delaware |
Cowtown Gas Processing Partners L.P. | | Texas |
Cowtown Pipeline Partners L.P. | | Texas |
Crestwood New Mexico Pipeline LLC | | Texas |
Crestwood Pipeline LLC | | Texas |
Crestwood Panhandle Pipeline LLC | | Texas |
Crestwood Arkansas Pipeline LLC | | Texas |
Crestwood Sabine Pipeline LLC | | Texas |
Sabine Treating, LLC | | Texas |
Crestwood Appalachia Pipeline LLC | | Texas |
