EXHIBIT 5
WASHINGTON
AUSTIN BAKER & BOTTS
DALLAS L.L.P.
NEW YORK ONE SHELL PLAZA
MOSCOW 910 LOUISIANA TELEPHONE: (713) 229-1234
LONDON HOUSTON, TEXAS 77002-4995 FACSIMILE: (713) 229-1522
BAKU
064655.0125 August 9, 1999
Equistar Chemicals, LP
Equistar Funding Corporation
One Houston Center
1221 McKinney, Suite 700
Houston, Texas 77010
Gentlemen:
As set forth in the Registration Statement on Form S-4 (Reg. No. 333-
76473) (the "Registration Statement") filed by Equistar Chemicals, LP, a
Delaware limited partnership ("Equistar"), and Equistar Funding Corporation, a
Delaware corporation ("Equistar Funding" and, together with Equistar, the
"Issuers"), with the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended (the "Act"), relating to the registration
under the Act of $300 million aggregate principal amount of 8 1/2% Notes due
2004, and $600 million aggregate principal amount of 8 3/4% Notes due 2009
(collectively, the "New Notes") to be offered by Equistar and Equistar Funding
in exchange (the "Exchange Offer") for a like principal amount of their issued
and outstanding 8 1/2% Notes due 2009 and 8 3/4% Notes due 2009 (collectively,
the "Outstanding Notes"), we are passing upon certain legal matters in
connection with the New Notes for the Issuers. The New Notes are to be issued
under an Indenture dated as of January 15, 1999, as supplemented by the First
Supplemental Indenture dated as of February 16, 1999 and a Second Supplemental
Indenture (collectively, the "Indenture") among Equistar, Equistar Funding and
The Bank of New York, as trustee, pursuant to the terms of each series of the
New Notes as established pursuant to the Indenture. At your request, this
opinion is being furnished to you for filing as Exhibit 5 to the Registration
Statement.
In our capacity as counsel to the Issuers in the connection referred
to above, we have examined each of Equistar's Certificate of Limited Partnership
and Amended and Restated Limited Partnership Agreement and Equistar Funding's
Certificate of Incorporation and Bylaws, each as amended to date, and the
originals, or copies certified or otherwise identified, of corporate records of
Equistar and Equistar Funding, including minute books of Equistar and Equistar
Funding as furnished to us by Equistar and Equistar Funding, certificates of
public officials and of representatives of Equistar and Equistar Funding,
statutes and other instruments and documents as a basis for the opinions
hereinafter expressed.
In giving such an opinion, we have relied upon certificates of
officers of the Issuers with respect to the accuracy of the material factual
matters contained in such certificates. We have
Equistar Chemicals, LP
Equistar Funding Corporation 2 August 9, 1999
assumed that all signatures on documents examined by us are genuine, all
documents submitted to us are authentic and all documents submitted as certified
or photostatic copies conform to the originals thereof.
Based on our examination as aforesaid, we are of the opinion that,
when the New Notes have been duly executed, authenticated and delivered in
accordance with the provisions of the Indenture and issued in exchange for
Outstanding Notes pursuant to, and in accordance with the terms of, the Exchange
Offer as contemplated in the Registration Statement, the New Notes will
constitute legal, valid and binding obligations of the Issuers enforceable
against them in accordance with their terms, except to the extent that the
enforceability thereof may be limited by bankruptcy, fraudulent conveyance,
insolvency, reorganization, moratorium or other laws relating to or affecting
creditors' rights generally and by general principles of equity (regardless of
whether such enforceability is considered in a proceeding in equity or at law).
This opinion is limited in all respects to the laws of the State of
Texas, the general contract law of the State of New York and the federal law of
the United States.
We hereby consent to the filing of this opinion of counsel as Exhibit
5 to the Registration Statement and to the reference to our Firm under the
heading "Legal Matters" in the prospectus forming a part of the Registration
Statement. In giving this consent, we do not hereby admit that we are in the
category of persons whose consent is required under Section 7 of the Act or the
rules and regulations of the Commission thereunder.
Very truly yours,
BAKER & BOTTS, L.L.P.
DWT/JDS