EXHIBIT 5.1
[LETTERHEAD OF ANDREWS & KURTH L.L.P.]
February 5, 1999
Ferrellgas Partners, L.P.
Ferrellgas Partners Finance Corp.
One Liberty Plaza
Liberty, Missouri 64068
Ladies and Gentlemen:
We have acted as counsel to Ferrellgas Partners, L.P., a Delaware
limited partnership (the "Partnership") and Ferrellgas Partners Finance Corp., a
Delaware corporation ("Finance Corp."), in connection with the preparation of a
registration statement on Form S-3, as amended (Registration No. 333-71111) (the
"Registration Statement"), filed with the Securities and Exchange Commission
(the "Commission") pursuant to the Securities Act of 1933, as amended (the
"Act"). The Registration Statement relates to the offering from time to time,
as set forth in the Registration Statement, the form of prospectus contained
therein (the "Prospectus") and one or more supplements to the Prospectus (each,
a "Prospectus Supplement"), of common units ("Common Units"), deferred
participation units ("DPUs") and warrants ("Warrants") of the Partnership and
debt securities ("Debt Securities") of the Partnership and Finance Corp., having
an aggregate initial public offering price not to exceed U.S. $300,000,000, on
terms to be determined at the time of the offering. The Common Units, DPUs,
Warrants and Debt Securities are collectively referred to herein as the
"Securities." All capitalized terms which are not defined herein shall have the
meanings assigned to them in the Registration Statement.
In arriving at the opinions expressed below, we have examined (1) the
Partnership's Certificate of Limited Partnership and Agreement of Limited
Partnership, each as amended to date, (2) the Certificate of Incorporation and
Bylaws of Finance Corp., each as amended to date, (3) the Registration
Statement, (4) the Prospectus and (5) the originals or copies certified or
otherwise identified to our satisfaction of such other instruments and other
certificates of public officials, officers and representatives of the
Partnership, Finance Corp. and such other persons, and we have made such
investigations of law, as we have deemed appropriate as a basis for the opinions
expressed below.
In rendering the opinions expressed below, we have assumed and have
not verified (1) the genuineness of the signatures on all documents that we have
examined, (2) the legal capacity of all natural persons, (3) the conformity to
the originals of all documents supplied to us as certified or photostatic or
faxed copies and (4) the authenticity of the originals of such documents.
Based on the foregoing, and subject to the limitations and other
qualifications set forth below:
1. With respect to Common Units, we are of the opinion that, when
(a) the Partnership has taken all necessary action to approve the issuance of
such Common Units, the terms of the offering thereof and related matters and (b)
such Common Units have been issued and delivered in accordance with the terms of
the applicable definitive purchase, underwriting or similar agreement approved
by the Partnership upon payment (or delivery) of the consideration therefor
provided for therein, such Common Units will be validly issued and, on the
assumption that the holder of such Common Units is not also a general partner of
the Partnership and does not participate in the control of the Partnership's
business, such Common Units will be fully paid and nonassessable.
2. With respect to DPUs, we are of the opinion that, when (a) the
Partnership has taken all necessary action to approve the issuance and terms of
such DPUs, the terms of the offering thereof and related matters and (b) such
DPUs have been issued and delivered in accordance with the terms of the
applicable definitive purchase, underwriting or similar agreement approved by
the Partnership upon payment (or delivery) of the consideration therefor
provided for therein, such DPUs will be validly issued and, on the assumption
that the holder of such DPUs is not also
Ferrellgas Partners, L.P.
February 5, 1999
Page 2
a general partner of the Partnership and does not participate in the control of
the Partnership's business, such DPUs will be fully paid and nonassessable.
3. With respect to Warrants to be issued under a Warrant Agreement,
we are of the opinion that, when (a) the Partnership has taken all necessary
action to approve the issuance and terms of such Warrants, the terms of the
offering thereof and related matters, (b) the Warrant Agreement has been duly
authorized and validly executed and delivered by the Partnership and the Warrant
Agent and (c) such Warrants have been duly executed, authenticated, issued and
delivered in accordance with the terms of the Warrant Agreement and the
applicable definitive purchase, underwriting or similar agreement approved by
the Partnership upon payment (or delivery) of the consideration therefor
provided for therein, such Warrants will be legally issued and will constitute
valid and binding obligations of the Partnership.
4. With respect to Debt Securities to be issued under a Senior
Indenture, we are of the opinion that, when (a) the Senior Indenture has been
duly authorized and validly executed and delivered by the Partnership, Finance
Corp. and the Trustee, (b) the Senior Indenture has been duly qualified under
the Trust Indenture Act of 1939, as amended, (c) the Partnership and Finance
Corp. have taken all necessary action to approve the issuance and terms of such
Debt Securities, the terms of the offering thereof and related matters and (d)
such Debt Securities have been duly executed, authenticated, issued and
delivered in accordance with the terms of the Senior Indenture and the
applicable definitive purchase, underwriting or similar agreement approved by
the Partnership and Finance Corp. upon payment (or delivery) of the
consideration therefor provided for therein, such Debt Securities will be
legally issued and will constitute valid and legally binding obligations of the
Partnership and Finance Corp.
5. With respect to Debt Securities to be issued under a Subordinated
Indenture, we are of the opinion that, when (a) the Subordinated Indenture has
been duly authorized and validly executed and delivered by the Partnership,
Finance Corp. and the Trustee, (b) the Subordinated Indenture has been duly
qualified under the Trust Indenture Act of 1939, as amended, (c) the Partnership
and Finance Corp. have taken all necessary action to approve the issuance and
terms of such Debt Securities, the terms of the offering thereof and related
matters and (d) such Debt Securities have been duly executed, authenticated,
issued and delivered in accordance with the terms of the Subordinated Indenture
and the applicable definitive purchase, underwriting or similar agreement
approved by the Partnership and Finance Corp. upon payment (or delivery) of the
consideration therefor provided for therein, such Debt Securities will be
legally issued and will constitute valid and legally binding obligations of the
Partnership and Finance Corp.
The validity and binding effect of any of the obligations of the
Partnership and Finance Corp. with reference to any Security are subject to
applicable bankruptcy, insolvency (including, without limitation, all laws
relating to fraudulent transfer), 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). The opinions expressed above are also subject to possible judicial action
giving effect to governmental actions or foreign laws affecting creditors'
rights.
For the purposes of the opinions expressed above, we have assumed that
(1) the Registration Statement, and any amendments thereto (including post-
effective amendments), will have become effective and such effectiveness shall
not have been terminated or rescinded, (2) a Prospectus Supplement will have
been prepared and filed with the Commission describing the Securities offered
thereby, (3) all Securities will have been issued and sold in compliance with
applicable United States federal and state securities laws and in the manner
stated in the Registration Statement and the applicable Prospectus Supplement
and (4) a definitive purchase, underwriting or similar agreement with respect to
any Securities offered will have been duly authorized and validly executed and
delivered by the Partnership, Finance Corp. (if applicable) and the other
parties thereto.
With respect to our opinions expressed above as they relate to Debt
Securities denominated in a currency other than U.S. dollars, we note that
effective enforcement of a foreign currency claim in a New York State
Ferrellgas Partners, L.P.
February 5, 1999
Page 3
court or a federal court sitting in the State of New York may be limited by
requirements that the claim (or a foreign currency judgment in respect of such
claim) be converted into U.S. dollars at the rate of exchange prevailing on a
specified date. We express no opinion as to whether a New York State court or a
federal court sitting in the State of New York would award a judgment in a
currency other than U.S. dollars.
We express no opinion other than as to the federal laws of the United
States of America, the laws of the State of New York, the General Corporation
Law of the State of Delaware and the Revised Uniform Limited Partnership Act of
the State of Delaware. We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and to the reference to this firm under
the heading "Legal Matters" in the Prospectus. In giving this consent we do not
admit that we are "experts" under the Act, or the rules and regulations of the
Commission issued thereunder, with respect to any part of the Registration
Statement, including this exhibit. This opinion is rendered solely for your
benefit in connection with the above matter and may not be relied upon in any
manner by any other person or entity without our express written consent.
Very truly yours,
ANDREWS & KURTH L.L.P.