Exhibit 5.1
June 17, 2020
Equitrans Midstream Corporation
2200 Energy Drive
Washington, PA 15321
Re: | Registration Statement on FormS-8 of 3,592,386 Shares of Common Stock of |
Equitrans Midstream Corporation to be issued pursuant to the
Equitrans Midstream Corporation 2018 Long Term Incentive Plan
Ladies and Gentlemen:
We have acted as special counsel to Equitrans Midstream Corporation, a Pennsylvania corporation (the “Company”) in connection with the Registration Statement on FormS-8 (the “Registration Statement”) that is being filed on the date hereof with the Securities and Exchange Commission (the “SEC”) by the Company in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), of 3,592,386 shares (the “Shares”) of the Company’s common stock, no par value (the “Common Stock”), which may be issued under the Equitrans Midstream Corporation 2018 Long Term Incentive Plan, as amended (the “Plan”). This opinion letter is being furnished at the Company’s request to fulfill the requirements of Item 8 of FormS-8 and Item 601(b)(5) of RegulationS-K promulgated under the Securities Act.
In connection with this opinion letter, we have examined the Registration Statement, including the exhibits being filed therewith or incorporated by reference therein. In addition, we have examined and relied upon the following:
| (i) | a certificate from the Corporate Secretary of the Company certifying as to (A) true and correct copies of the Amended and Restated Articles of Incorporation and the Second Amended and Restated Bylaws of the Company and (B) resolutions of the Board of Directors of the Company with respect to the Registration Statement and the Plan; |
| (ii) | a certificate dated June 16, 2020 issued by the Secretary of State of the Commonwealth of Pennsylvania, attesting to the corporate status of the Company in the Commonwealth of Pennsylvania; and |
| (iii) | originals, or copies identified to our satisfaction as being true copies, of such other records, documents and instruments as we have deemed necessary for the purposes of this opinion letter. |
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