Exhibit 5.1
[MAYER, BROWN, ROWE & MAW LETTERHEAD]
June 6, 2003
Ferrellgas Partners, L.P.
Ferrellgas, L.P.
Ferrellgas Partners Finance Corp.
Ferrellgas Finance Corp.
One Liberty Plaza
Liberty, MO 64068
Re: Shelf Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as special counsel to Ferrellgas Partners, L.P., a Delaware
limited partnership (the "Partnership"), Ferrellgas, L.P., a Delaware limited
partnership (the "Operating Partnership"), Ferrellgas Partners Finance Corp., a
Delaware corporation ("Ferrellgas Partners Finance"), and Ferrellgas Finance
Corp., a Delaware corporation ("Ferrellgas Finance"), in connection with the
preparation of a registration statement on Form S-3, as amended (Registration
Nos. 333-103267, 333-103267-01, 333-103267-02 and 333-103267-03) (the
"Registration Statement") filed with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Act of 1933, as amended (the
"Securities Act"). The Partnership, the Operating Partnership, Ferrellgas
Partners Finance and Ferrellgas Finance are referred to herein collectively as,
the "Issuers."
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:
o common units of the Partnership ("Common Units");
o senior units of the Partnership ("Senior Units");
o deferred participation units of the Partnership ("DPUs"),
o warrants of the Partnership ("Warrants");
o debt securities of either the Partnership and Ferrellgas Partners
Finance or the Operating Partnership and Ferrellgas Finance ("Debt
Securities"); and
o any Common Units issuable upon the exercise or conversion of the
Senior Units, DPUs and Warrants, if applicable ("Conversion Units"),
having an aggregate initial public offering price not to exceed U.S.
$500,000,000, on terms to be determined at the time of the offering. The Common
Units, Senior Units, DPUs, Warrants, Debt Securities and Conversion Units are
collectively referred to herein as the "Securities."
Each series of Debt Securities will be issued under one of the indentures,
attached as exhibits to the Registration Statement, as each indenture may be
supplemented from time to time (each, an "Indenture"), to be entered into
between the applicable Issuers and the applicable trustee. Certain terms of the
Securities to be issued from time to time will be approved by the Board of
Directors of Ferrellgas, Inc., a Delaware corporation and the sole general
partner of the Partnership and the Operating Partnership (the "General
Partner"), Ferrellgas Partners Finance and Ferrellgas Finance, as applicable, as
part of the corporate action to be taken in connection with the authorization of
the issuance of the applicable Securities (the "Corporate Proceedings").
As special counsel to the Issuers, we have examined, reviewed and relied
upon originals or copies, certified or otherwise identified to our satisfaction,
of (i) the Certificate of Limited Partnership and the Fourth Amended and
Restated Agreement of Limited Partnership of the Partnership, (ii) the
Certificate of Limited Partnership and the Second Amended and Restated Agreement
of Limited Partnership, as amended, of the Operating Partnership, (iii) the
Certificates of Incorporation and Bylaws of Ferrellgas Partners Finance and
Ferrellgas Finance, each as amended to date, (iv) the Registration Statement,
(v) the Prospectus, (vi) resolutions of the Board of Directors of the General
Exhibit 5.1 - 1
Partner, Ferrellgas Partners Finance and Ferrellgas Finance, (vii) the forms of
Indenture included as exhibits to the Registration Statement, (viii) the
Operating Partnership's Amendment No. 1 to its Registration Statement on Form
10/A (No. 0-50182) relating to its limited partner interests, as filed with the
Commission on June 6, 2003, and Ferrellgas Finance's Registration Statement on
Form 10/A (No. 0-50182) relating to its common stock, as filed with the
Commission on May 6, 2003 (collectively, the "Form 10s") (ix) the Partnership's
Registration Statement on Form 8-A/A, as filed with the Commission on February
18, 2003, and (x)such other documents, faxes, certificates, instruments and
records as we have deemed necessary, desirable or relevant for purposes hereof.
We have also examined, reviewed and relied upon certificates of officers of the
General Partner, Ferrellgas Partners Finance and Ferrellgas Finance and faxes
and certificates of public officials, as to certain matters of fact relating to
this opinion and have made such investigations of law as we have deemed
necessary and relevant as a basis hereof.
In our examinations and investigations, we have assumed (i) the
genuineness of all signatures on, and the authenticity of, all of the foregoing
documents, faxes, certificates, instruments and records (collectively, the
"Documents") submitted to us as originals and the conformity to the original
documents, faxes, certificates, instruments and records of all such Documents
submitted to us as copies, (ii) the truthfulness of all statements of fact set
forth in such Documents, (iii) the due authorization, execution and delivery by
the parties thereto, other than the Issuers and the General Partner, of all
Documents examined by us and (iv) that, to the extent such Documents purport to
constitute agreements of parties other than the Issuers and the General Partner,
such Documents constitute valid, binding and enforceable obligations of such
other parties.
In addition, and for purposes of our opinion, we have assumed that (i) the
Registration Statement and any amendment thereto (including post-effective
amendments) will have been declared effective by the Commission and will be
effective on the date of issuance of any Securities, (ii)each of the Form 10s
and any amendments thereto (including post-effective amendments) will have been
declared effective by the Commission and will be effective on the date of
issuance of any Securities by the Operating Partnership and/or Ferrellgas
Finance, (iii) a Prospectus Supplement will have been prepared and filed with
the Commission describing the Securities offered thereby, (iv) with respect to
any issuance of Debt Securities, the final form of Indenture or supplement
thereto will have been filed with the Commission, (v) all Securities will have
been issued and sold in compliance with applicable federal and state securities
laws and in the manner stated in the Registration Statement, the Prospectus and
any applicable Prospectus Supplement, and (vi) the Securities will have been
executed in substantially the form reviewed by us and that the terms of the
Securities will have been established so as not to violate, conflict with or
constitute a default under (a) any agreement or instrument to which any of
Issuers or their respective property is subject, (b) any law, rule, or
regulation to which any of the Issuers or their respective property is subject,
(c) any judicial or administrative order or decree of any governmental authority
or any judicial or administrative order or decree of any governmental authority
to which any of the Issuers or their respective property is subject, or (d) any
consent, approval, license, authorization or validation of, or filing, recording
or registration with any governmental authority to which any of the Issuers or
their respective property is subject.
Based on the foregoing and subject to the limitations, conditions and
assumptions set forth herein, and having due regard for such legal
considerations as we deem relevant, we are of the opinion that:
1. Upon the completion of the Corporate Proceedings relating to the Common
Units and when sold in exchange for the consideration set forth in the
applicable Prospectus Supplement and pursuant to the terms of any applicable
definitive purchase, underwriting or similar agreement approved by the
Partnership, such Common Units will be duly authorized, validly issued, fully
paid 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) nonassessable (except as non-assessability may be
affected by certain provisions of the Delaware Revised Uniform Limited
Partnership Act (the "Delaware Act")).
2. Upon the completion of the Corporate Proceedings relating to the Senior
Units and when sold in exchange for the consideration set forth in the
applicable Prospectus Supplement and pursuant to the terms of any applicable
definitive purchase, underwriting or similar agreement approved by the
Partnership, such Senior Units will be duly authorized, validly issued, fully
paid and (on the assumption that the holder of such Senior Units is not also a
general partner of the Partnership and does not participate in the control of
the Partnership's business) nonassessable (except as non-assessability may be
affected by certain provisions of the Delaware Act).
3. Upon the completion of the Corporate Proceedings relating to the DPUs
and when sold in exchange for the consideration set forth in the applicable
Prospectus Supplement and pursuant to the terms of any applicable definitive
purchase, underwriting or similar agreement approved by the Partnership, such
DPUs will be duly authorized, validly issued, fully paid and (on the assumption
that the holder of such DPUs is not also a general partner of the Partnership
and does not participate in the control of the Partnership's business)
nonassessable (except as non-assessability may be affected by certain provisions
of the Delaware Act).
4. Upon the completion of the Corporate Proceedings relating to the
Warrants and when the applicable warrant agreement has been duly authorized and
validly executed and delivered by the Partnership and the applicable warrant
agent and such Warrants have been duly executed, authenticated, issued and
delivered in exchange for the consideration set forth in the applicable
Prospectus Supplement and pursuant to the terms of any applicable definitive
purchase, underwriting or similar agreement approved by the Partnership, such
Warrants will constitute valid and binding obligations of the Partnership
enforceable against the Partnership in accordance with their terms, except as
may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization
and other similar laws affecting the rights and remedies of creditors generally
and general principles of equity.
Exhibit 5.1 - 2
5. Upon the completion of the Corporate Proceedings relating to a series of
Debt Securities, the execution and delivery of the applicable Indenture and the
due execution, authentication, issuance and delivery of the Debt Securities of
such series (including the Indenture being qualified under the Trust Indenture
Act of 1939, as amended, and the applicable trustee being qualified to act as
trustee thereunder), the Debt Securities of such series, when sold in exchange
for the consideration set forth in the applicable Prospectus Supplement and
pursuant to the terms of any applicable definitive purchase, underwriting or
similar agreement approved by the Partnership, such Debt Securities will
constitute valid and binding obligations of the Issuers enforceable against the
Issuers in accordance with their terms, except as may be limited by bankruptcy,
insolvency, fraudulent conveyance, reorganization and other similar laws
affecting the rights and remedies of creditors generally and general principles
of equity, and will be entitled to the benefits of the applicable Indenture.
6. Upon the completion of the Corporate Proceedings relating to the
Conversion Units and when issued in exchange for the consideration set forth in
the applicable Senior Units, DPUs or Warrants (authorized and approved as
detailed above) upon the conversion thereof, as set forth in the applicable
Prospectus Supplement and pursuant to the terms of those Securities and any
applicable definitive purchase, underwriting or similar agreement approved by
the Partnership, such Conversion Units will be duly authorized, validly issued,
fully paid and (on the assumption that the holder of such Conversion Units is
not also a general partner of the Partnership and does not participate in the
control of the Partnership's business) nonassessable (except as
non-assessability may be affected by certain provisions of the Delaware Act).
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm in the Prospectus
contained therein under the caption "Legal Matters." In giving this consent, we
do not admit that we are "experts," within the meaning of that term as used in
the Securities Act or the rules and regulations of the Commission issued
thereunder, with respect to any part of the Registration Statement, including
this opinion as an exhibit or otherwise.
The foregoing opinion is strictly limited to the matters stated herein, and
no other or more extensive opinion is intended or implied or to be inferred
beyond the matters expressly stated herein. The foregoing opinion is based on
and is limited to, as in effect on the date hereof, the law of the Delaware Act,
the General Corporation Law of the State of Delaware, which includes those
statutory provisions as well as all applicable provisions of the Delaware
Constitution and the reported judicial decisions interpreting such laws, the
internal laws of the State of New York and the relevant Federal law of the
United States of America, and we render no opinion with respect to the laws of
any other jurisdiction or, without limiting the generality of the foregoing, the
effect of the laws of any other jurisdiction.
It is understood that this opinion is to be used only in connection with
the offer and sale of the Securities while the Registration Statement is in
effect. Other than as expressly stated above, we express no opinion on any issue
relating to the Issuers or to any investment therein. The opinions expressed
herein are as of the date hereof, and we undertake no responsibility to update
this opinion after the date hereof and assume no responsibility for advising you
of any changes with respect to any matters described in this opinion that may
occur subsequent to the date hereof or with respect to the discovery subsequent
to the date hereof of information not previously known to us pertaining to
events occurring prior to the date hereof.
Sincerely,
/s/ Mayer, Brown, Rowe & Maw
MAYER, BROWN, ROWE & MAW
Exhibit 5.1 - 3