Exhibit 5.1
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May 3, 2019 | | | | 811 Main Street, Suite 3700 Houston, TX 77002 Tel: +1.713.546.5400 Fax: +1.713.546.5401 www.lw.com FIRM / AFFILIATE OFFICES |
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Landmark Infrastructure Partners LP
400 Continental Blvd, Suite 500,
El Segundo, CA 90245
| Re: | Registration Statement No. 333-216190 – Continuous Equity Offering of |
| | Common Units Having an Aggregate Gross Sales Price of up to $50,000,000 |
Ladies and Gentlemen:
We have acted as special counsel to Landmark Infrastructure Partners LP, a Delaware limited partnership (the “Partnership”), in connection with the proposed offer and sale from time to time by the Partnership of common units representing limited partner interests in the Partnership having an aggregate offering price of up to $50,000,000 (the “Common Units”). The Common Units are included in a registration statement on FormS-3 under the Securities Act of 1933, as amended (the “Act”), initially filed with the Securities and Exchange Commission (the “Commission”) on February 23, 2017 (RegistrationNo. 333-216190), as amended (the “Registration Statement”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of RegulationS-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related Prospectus Supplement dated May 3, 2019 to the Prospectus dated March 27, 2017 (collectively, the “Prospectus”), other than as expressly stated herein with respect to the issue of the Common Units.
As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the general partner of the Partnership and others as to factual matters without having independently verified such factual matters. We are opining herein as to the Delaware Revised Uniform Limited Partnership Act (the “Delaware LP Act”), and we express no opinion with respect to any other laws.