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 BakerBotts.com | | AUSTIN BEIJING BRUSSELS DALLAS DUBAI HONG KONG HOUSTON | | LONDON MOSCOW NEW YORK PALO ALTO RIYADH SAN FRANCISCO WASHINGTON |
June 23, 2016
Enable Midstream Partners, LP
One Leadership Square
211 North Robinson Avenue, Suite 150
Oklahoma City, Oklahoma 73102
Ladies and Gentlemen:
We have acted as counsel to Enable Midstream Partners, LP, a Delaware limited partnership (the “Partnership”), in connection with the preparation of the Partnership’s Registration Statement on Form S-3 (the “Registration Statement”) filed by the Partnership under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the offering and sale of up to 12,500,000 common units representing limited partner interests in the Partnership (the “DRIP Units”) from time to time pursuant to the terms and provisions of the Partnership’s distribution reinvestment plan, as set forth in the prospectus constituting part of the Registration Statement (the “Reinvestment Plan”). At your request, this opinion is being furnished to you for filing as Exhibit 5.1 to the Registration Statement.
In our capacity as your counsel in the connection referred to above, we have examined such statutes, including the Delaware Revised Uniform Limited Partnership Act (the “Delaware LP Act”), and the Partnership’s records and documents, certificates of representatives of the Partnership 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 complete, that all documents submitted to us as certified or photostatic copies conform with the original copies of such documents and that all information submitted to us was accurate and complete. In addition, we have relied, without independent investigation, upon the factual accuracy of the representations and warranties contained in the certificates we examined.
Based upon the foregoing, and subject to the assumptions, limitations and qualifications set forth herein, we are of the opinion that the DRIP Units have been duly authorized and, when issued and delivered by the Partnership against payment therefor in accordance with the Reinvestment Plan and as described in the Registration Statement, will be validly issued, fully paid and nonassessable.
The foregoing opinion is limited to the original issuance of the DRIP Units by the Partnership and does not cover DRIP Units delivered by the Partnership out of units reacquired by it.
The foregoing opinion is limited in all respects to the Delaware LP Act, as published in effect on the date hereof, and applicable reported judicial decisions, rules and regulations interpreting and implementing those laws. We express no opinion as to the effect of the laws of any other jurisdiction.
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Enable Midstream Partners, LP | | June 23, 2016 |
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to our firm under the caption “Legal Matters” in the prospectus forming a part of the Registration Statement. In giving this consent, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ Baker Botts L.L.P.
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