EXHIBIT 5.1
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September 13, 2019
Enable Midstream Partners, LP
499 West Sheridan Avenue, Suite 1500
Oklahoma City, Oklahoma 73102
Ladies and Gentlemen:
We have acted as counsel to Enable Midstream Partners, LP, a Delaware limited partnership (the “Partnership”), with respect to certain legal matters in connection with the registration by the Partnership under the Securities Act of 1933, as amended (the “Securities Act”), of the offer and sale by the Partnership of $550,000,000 aggregate principal amount of 4.150% Senior Notes due 2029 (the “Notes”), to be issued and sold pursuant to an underwriting agreement dated September 4, 2019 (the “Underwriting Agreement”), by and among the Partnership and the Representatives of the Underwriters named therein. Capitalized terms used but not defined herein shall have the meanings given such terms in the Underwriting Agreement.
The Notes are being offered and sold pursuant to a prospectus supplement, dated September 4, 2019 (the “Prospectus Supplement”), filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b) on September 6, 2019, to a prospectus dated May 7, 2018 (such prospectus, as amended and supplemented by the Prospectus Supplement, the “Prospectus”), included in a Registration Statementon Form S-3 (RegistrationNo. 333-224698) (the “Registration Statement”), which Registration Statement became effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act.
The Notes are to be issued pursuant to an Indenture (the “Base Indenture”), dated May 27, 2014, by and among the Partnership and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented and amended by the Fourth Supplemental Indenture (the “Supplemental Indenture”) by and between the Partnership and the Trustee, dated September 13, 2019 (the Base Indenture, as so supplemented and amended, the “Indenture”).
We have examined, among other things, originals or copies, certified or otherwise identified to our satisfaction, of (i) the organizational certificates, certificate of limited partnership or formation (as the case may be) and the limited partnership or limited liability company agreements (as the case may be) of the Partnership and Enable GP, LLC, a Delaware limited liability company (the “General Partner”), (ii) certain resolutions adopted by the Board of Directors of the General Partner relating to the registration of the Notes and related matters, (iii) the Registration Statement, (iv) the Prospectus, (v) each of the Base Indenture and the Supplemental Indenture and (vi) such other certificates, instruments and documents as we consider appropriate for purposes of the opinions hereafter expressed. In addition, we reviewed such questions of law as we considered appropriate.
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