Exhibit 5.1
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Hess Midstream LP
1501 McKinney Street
Houston, Texas 77010
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Re: | | Hess Midstream LP Registration Statement on Form S-3; Class A Shares Representing Limited Partner Interests |
Ladies and Gentlemen:
We have acted as special counsel to Hess Midstream LP, a Delaware limited partnership (the “Company”), in connection with the offering and sale by certain selling shareholders of the Company (the “Selling Shareholders”) of up to 6,900,000 Class A shares representing limited partner interests in the Company (the “Shares”) issuable upon exchange of an equivalent number of Class B units representing limited partner interests (“Class B Units”) in Hess Midstream Operations LP (the “Operating Company”), together with a corresponding number of Class B shares representing limited partner interests (“Class B Shares”) in the Company as described in the Registration Statement. The Shares are included in a registration statement on Form S-3 under the Securities Act of 1933, as amended (the “Act”), filed by the Company with the Securities and Exchange Commission (the “Commission”) on December 20, 2019 (File No. 333-235650) (the “Registration Statement”), including a base prospectus, dated December 31, 2019 (the “Base Prospectus”), a preliminary prospectus supplement, dated 10, 2021, filed with the Commission pursuant to Rule 424(b) under the Act (together with the Base Prospectus, the “Preliminary Prospectus”), and a prospectus supplement, dated 10, 2021, filed with the Commission pursuant to Rule 424(b) under the Act (together with the Base Prospectus, the “Prospectus”). The Shares are being sold pursuant to an underwriting agreement, dated 10, 2021, among Hess Midstream GP LLC, a Delaware limited liability company (“HESM GP LLC”), Hess Midstream GP LP, a Delaware limited partnership (“HESM GP LP” and, together with HESM GP LLC, the “General Partner”), the Company, the Selling Shareholders and Goldman Sachs & Co. LLC, as representative of the several underwriters named in Schedule I thereto.
This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement, the Preliminary Prospectus or the Prospectus, other than as expressly stated herein with respect to the issue of the Shares.