Zenith Energy Logistics Partners (ARCX) Inactive
Filed: 12 Nov 15, 12:00am
 | Exhibit 5.1 |
November 12, 2015
Arc Logistics Partners LP
725 Fifth Avenue, 19th Floor
New York, NY 10022
| Re: | Arc Logistics Partners LP – Registration Statement on Form S-3 |
Ladies and Gentlemen:
We have acted as counsel to Arc Logistics Partners LP, a Delaware limited partnership (the “Partnership”), with respect to certain legal matters in connection with the preparation of the Registration Statement on Form S-3 (such Registration Statement, as amended on the effective date thereof being referred to herein as the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), on the date hereof and to which this opinion is an exhibit. The Registration Statement relates to the offering for resale of up to 1,745,669 common units representing limited partner interests in the Partnership (the “Common Units”), for the account of the selling unitholders identified in the Registration Statement. We have also participated in the preparation of the prospectus relating to the Registration Statement and included as a part thereof (the “Prospectus”).
In rendering the opinion set forth below, we have examined originals or copies, certified or otherwise identified to our satisfaction of (i) the First Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of November 12, 2013 (the “Partnership Agreement”), (ii) the Certificate of Limited Partnership filed with the Secretary of State of Delaware pursuant to the Delaware Revised Uniform Limited Partnership Act (the “Delaware Act”) in connection with the formation of the Partnership, (iii) the First Amended and Restated Limited Liability Company Agreement of Arc Logistics GP LLC, the general partner of the Partnership (the “General Partner”), dated as of November 12, 2013, and (iv) such other certificates, statutes and other instruments and as we have deemed necessary or appropriate for purposes of this letter. We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Partnership and the General Partner and such agreements, certificates of public officials, certificates of officers or other representatives of the Partnership, the General Partner and others and such other documents, certificates and records, as we have deemed necessary or appropriate as a basis for the opinion set forth herein.
Vinson & Elkins LLP Attorneys at Law Abu Dhabi Austin Beijing Dallas Dubai Hong Kong Houston London Moscow New York Palo Alto Riyadh San Francisco Tokyo Washington | 666 Fifth Avenue, 26th Floor New York, NY 10103-0040 Tel +1.212.237.0000 Fax +1.212.237.0100 www.velaw.com |
 | November 12, 2015 Page 2 |
In our examination, we have assumed the (i) legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as certified, conformed or copies, (ii) parties to any executed documents, other than the Partnership, the General Partner and the directors and officers of the General Partner, had the power, corporate or otherwise, to execute and deliver such documents and such documents constitute a legal, valid and binding obligation of such parties, (iii) all information contained in all documents reviewed by us is true and correct, (iv) the Registration Statement, and any amendments thereto (including post-effective amendments), will have become effective and comply with all applicable laws, (v) all Common Units will be issued and sold in compliance with applicable federal and state securities laws and in the manner specified in the Registration Statement and any applicable supplement to the Prospectus and (vi) if applicable, one or more supplements to the Prospectus contained in the Registration Statement will have been prepared and filed with the Commission describing the Common Units offered thereby.
Based upon and subject to the foregoing, we are of the opinion that the Common Units have been validly issued and are fully paid (to the extent required under the Partnership Agreement) and non-assessable (except as such non-assessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the Delaware Act and as described in any supplement to the Prospectus and the Prospectus).
The foregoing opinion is limited in all respects to the Delaware Act, the Delaware Limited Liability Company Act and the federal laws of the United States, and we are expressing no opinion as to the effect of the laws of any other jurisdiction, domestic or foreign.
We hereby consent to the reference to us under the heading “Legal Matters” in the Prospectus and to the filing of this opinion as an exhibit to the Registration Statement. By giving such consent we do not admit that we are within the category of persons whose consent is required under the Securities Act or the rules and regulations of the Commission issued thereunder.
Very truly yours,
/s/ Vinson & Elkins L.L.P.