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- S-3 Shelf registration
- 4.6 Certificate of Incorporation of American Midstream Finance Corporation
- 4.7 Bylaws of American Midstream Finance Corporation
- 4.8 Form of Senior Debt Indenture
- 4.9 Form of Subordinated Debt Indenture
- 5.1 Opinion of Andrews Kurth LLP As to the Legality of the Securities
- 8.1 Opinion of Andrews Kurth LLP Relating to Tax Matters
- 12.1 Computation of Ratio of Earnings to Fixed Charges
- 23.1 Consent of Pricewaterhousecoopers LLP
- 23.2 Consent of Pricewaterhousecoopers LLP
- 23.3 Consent of Pricewaterhousecoopers LLP
- 23.4 Consent of Pricewaterhousecoopers LLP
- 24.2 Powers of Attorney
- 25.1 Form T-1 Statement of Eligibility and Qualification - Senior Debt Indenture
- 25.2 Statement of Eligibility and Qualification - Subordinated Debt Indenture
Exhibit 23.3
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of American Midstream Partners, LP of our reports dated February 9, 2012 relating to i) the statement of assets acquired and liabilities assumed at November 1, 2011 and ii) the statement of revenues in excess of expenses for the year ended December 31, 2010 of the 50% undivided interest in the Burns Point Processing Plant acquired from Marathon Oil Company, which appears in Exhibit 99.2 of American Midstream Partners LP’s Current Report on Form 8-K/A dated February 9, 2012. We also consent to the reference to us under the heading “Experts” in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
Denver, Colorado
September 11, 2012