Exhibit 5.1
| | | | | | |
 | | | | Andrews Kurth LLP 600 Travis, Suite 4200 Houston, Texas 77002 +1.713.220.4200 Phone +1.713.220.4285 Fax andrewskurth.com |
June 2, 2015
CSI Compressco LP
3809 S. FM 1788
Midland, Texas 79706
| | Re: | CSI Compressco LP and CSI Compressco Finance Inc. |
Registration Statement on Form S-4.
Ladies and Gentlemen:
We have acted as special counsel to CSI Compressco LP, a Delaware limited partnership (the “Partnership”), and CSI Compressco Finance Inc., a Delaware corporation (“CSI Finance” and, together with the Partnership, the “Issuers”), in connection with the public offering of $350,000,000 aggregate principal amount of the Issuers’ 7.25% Senior Notes due 2022 (the “Exchange Notes”), which are to be guaranteed pursuant to guarantees thereof (the “Guarantees”) by the subsidiaries of the Partnership that are listed in Exhibit A hereto (the “Guarantors”). The Issuers and the Guarantors are referred to collectively herein as the “Obligors.”
The Exchange Notes are to be issued under the Indenture (as defined below) pursuant to an exchange offer (the “Exchange Offer”) by the Issuers, in exchange for a like principal amount of the Issuers’ issued and outstanding 7.25% Senior Notes due 2022 (the “Original Notes”), as contemplated by the Registration Rights Agreement (as defined below).
This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the “Securities Act”).
In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of:
| | (i) | the registration statement on Form S-4 of the Obligors, filed with the Securities and Exchange Commission (the “SEC”) on June 2, 2015, (such registration statement, the “Registration Statement”); |
| | (ii) | the Registration Rights Agreement dated as of August 4, 2014 (the “Registration Rights Agreement”) among the Issuers, the subsidiaries of the Partnership party thereto and the initial purchasers party thereto; |
Austin Beijing Dallas Dubai Houston London New York Research Triangle Park The Woodlands Washington, DC
| | (iii) | the Indenture dated as of August 4, 2014 (the “Indenture”) among the Issuers, the subsidiaries of the Partnership party thereto and U.S. Bank National Association, as trustee (the “Trustee”); and |
| | (iv) | the form of the Exchange Notes attached as an exhibit to the Indenture. |
We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Obligors and such agreements, certificates of public officials, certificates of officers or other representatives of the Obligors and others, and such other documents, certificates and records as we have deemed necessary or appropriate as a basis for the opinions set forth herein. In rendering the opinions set forth below, we have assumed and have not verified (i) the genuineness of the signatures on all documents that we have examined, (ii) the legal capacity of all natural persons, (iii) the authenticity of all documents supplied to us as originals, (iv) the conformity to the authentic originals of all documents supplied to us as certified, photostatic or faxed copies, (v) the authenticity of the originals of such latter documents and (vi) that the Registration Statement, and any amendments thereto (including post-effective amendments), will have become effective and the Exchange Notes will be issued in compliance with applicable federal and state securities laws and in the manner described in the Registration Statement.
In conducting our examination of executed documents, we have assumed (i) the valid existence and good standing of each of the parties thereto (other than the Obligors), (ii) that such parties (other than the Obligors) had the power and authority (corporate, partnership, limited liability company or other) to enter into and to incur and perform all their obligations thereunder, (iii) the due authorization by all requisite action (corporate, partnership, limited liability company or other) by such parties (other than the Obligors) and (iv) the due execution and delivery of such documents by such parties (other than the Obligors).
The opinions expressed herein are limited solely to (i) the laws of the State of New York that are normally applicable to transactions of the type contemplated by the Indenture, the Exchange Notes and the Guarantees, (ii) the laws of the State of Texas, (iii) the General Corporation Law of the State of Delaware, (iv) the Delaware Revised Uniform Limited Partnership Act and (v) the Delaware Limited Liability Company Act. We express no opinion concerning any other laws.
Based upon and subject to the foregoing and the limitations, qualifications, exceptions and assumptions set forth herein, we are of the opinion that when the Exchange Notes (in the form examined by us) have been duly executed by the Issuers, authenticated by the Trustee in accordance with the terms of the Indenture and issued and delivered upon consummation of the Exchange Offer against receipt of Original Notes surrendered in exchange therefor in accordance with the terms of the Exchange Offer, the Registration Rights Agreement and the Indenture, (1) the Exchange Notes will constitute valid and legally binding obligations of the Issuers and (2) the Guarantees will constitute valid and legally binding obligations each of the Guarantors.
Our opinions expressed above are subject to applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfer or conveyance), reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), including,
2
without limitation, (i) the possible unavailability of specific performance, injunctive relief or any other equitable remedy and (ii) concepts of materiality, reasonableness, good faith and fair dealing, and we express no opinion herein with respect to provisions relating to severability or separability.
We hereby consent to the filing of this opinion with the SEC as an exhibit to the Registration Statement. We also consent to the reference to our firm under the caption “Legal Matters” in the Registration Statement. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC. This opinion is expressed as of the date hereof, and we disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in law.
Very truly yours,
/s/ Andrews Kurth LLP
3
Exhibit A
Guarantors
| | | | |
Name of Guarantor | | State or other
jurisdiction of
incorporation or
organization | |
CSI Compressco Operating LLC | | | Delaware | |
CSI Compressco Sub Inc. | | | Delaware | |
CSI Compressco Field Services International LLC | | | Delaware | |
CSI Compressco International LLC | | | Delaware | |
CSI Compressco Holdings LLC | | | Delaware | |
CSI Compressco Leasing LLC | | | Delaware | |
Compressor Systems, Inc. | | | Delaware | |
Rotary Compressor Systems, Inc. | | | Delaware | |
Pump Systems International, Inc. | | | Delaware | |
CSI Compression Holdings, LLC | | | Delaware | |
Austin Beijing Dallas Dubai Houston London New York Research Triangle Park The Woodlands Washington, DC
