Exhibit 5.1
SIMPSON THACHER & BARTLETTLLP
425 LEXINGTON AVENUE
NEW YORK, N.Y. 10017-3954
(212) 455-2000
FACSIMILE (212) 455-2502
July 17, 2014
Crestwood Midstream Partners LP
Crestwood Midstream Finance Corp.
700 Louisiana Street, Suite 2550
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 Corp., a Delaware corporation (the “Co-Issuer” and, together with the Issuer, the “Issuers”), and the subsidiaries of the Issuer listed on Schedule I hereto (collectively, 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 up to $600,000,000 aggregate principal amount of 6.125% Senior Notes due 2022 (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 November 8, 2013, among the Issuers, the Guarantors and U.S. Bank National Association, as trustee (the “Indenture”). The Exchange Securities will be offered by the Issuers in exchange for $600,000,000 aggregate principal amount of their outstanding 6.125% Senior Notes due 2022.
Crestwood Midstream Partners LP Crestwood Midstream Finance Corp. | - 2 - | July 17, 2014 |
We have examined the Registration Statement and the Indenture, which has been filed with the Commission as an exhibit to the Registration Statement. We also have examined the originals, or duplicates or certified or 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.
Crestwood Midstream Partners LP Crestwood Midstream Finance Corp. | - 3 - | July 17, 2014 |
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 Vinson & Elkins L.L.P. dated the date hereof.
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.
Very truly yours, |
/s/ Simpson Thacher & Bartlett LLP |
SIMPSON THACHER & BARTLETT LLP |
SCHEDULE I
Entity Name | Jurisdiction of Incorporation, Organization or Formation | |
Arlington Storage Company, LLC | Delaware | |
Arrow Field Services, LLC | Delaware | |
Arrow Midstream Holdings, LLC | Delaware | |
Arrow Pipeline, LLC | Delaware | |
Arrow Water, LLC | Delaware | |
Central New York Oil And Gas Company, L.L.C. | New York | |
Cowtown Gas Processing Partners L.P. | Texas | |
Cowtown Pipeline Partners L.P. | Texas | |
Crestwood Appalachia Pipeline LLC | Texas | |
Crestwood Arkansas Pipeline LLC | Texas | |
Crestwood Crude Logistics LLC | Delaware | |
Crestwood Crude Terminals LLC | Delaware | |
Crestwood Dakota Pipelines LLC | Delaware | |
Crestwood Gas Marketing LLC | Delaware | |
Crestwood Gas Services Operating GP LLC | Delaware | |
Crestwood Gas Services Operating LLC | Delaware | |
Crestwood Marcellus Midstream LLC | Delaware | |
Crestwood Marcellus Pipeline LLC | Delaware | |
Crestwood Midstream Operations LLC | Delaware | |
Crestwood New Mexico Pipeline LLC | Texas | |
Crestwood Ohio Midstream Pipeline LLC | Delaware | |
Crestwood Panhandle Pipeline LLC | Texas | |
Crestwood Pipeline East LLC | Delaware | |
Crestwood Pipeline LLC | Texas | |
Crestwood Sabine Pipeline LLC | Texas | |
Crestwood Storage Inc. | Delaware | |
E. Marcellus Asset Company, LLC | Delaware | |
Finger Lakes LPG Storage, LLC | Delaware | |
Sabine Treating LLC | Texas | |
US Salt, LLC | Delaware |