Exhibit 5.1
[Mayer, Brown, Row & Maw LLP letterhead]
Mayer, Brown, Rowe & Maw LLP
700 Louisiana Street
Suite 3600
Houston, Texas 77002-2730
Main Tel (713) 221-1651
Main Fax (713) 224-6410
www.mayerbrownrowe.com
April 14, 2004
Ferrellgas Partners, L.P.
One Liberty Plaza
Liberty, MO 64068
Re: Equity Issuance from 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 "Issuer"), in connection with the preparation of (i)
the Issuer's Registration Statement on Form S-3, as amended (Registration No.
333-103267) (the "Registration Statement"), as filed with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Act of 1933,
as amended (the "Securities Act"), and declared effective by the Commission on
June 11, 2003, related to the offering from time to time of up to $500,000,000
of securities of, among others, the Issuer, including common units representing
limited partner interests of the Issuer ("Common Units"), (ii) the prospectus
contained in the Registration Statement (the "Prospectus") and (iii) the final
prospectus supplement to the Prospectus dated April 7, 2004, and filed with the
Commission on April 8, 2004 (the "Final Prospectus").
Pursuant to the Prospectus, the Final Prospectus and an Underwriting
Agreement dated as of April 7, 2004, among the underwriters named therein (the
"Underwriters"), the Issuer and particular other parties named therein (the
"Underwriting Agreement"), the Issuer is offering to the public (the "Offering")
(i) 7,000,000 Common Units (the "Offered Units"), and (ii) up to an additional
1,050,000 Common Units (the "Additional Units") to be offered if the
Underwriters exercise their right to purchase such units to cover any
over-allotments (the Offered Units and the Additional Units are referred to
herein as, collectively, the "Units").
As special counsel to the Issuer, we have examined, reviewed and relied
upon originals or copies, certified or otherwise identified to our satisfaction,
of (i) the Certificate of Limited Partnership of the Issuer, (ii) the Fourth
Amended and Restated Agreement of Limited Partnership of the Issuer (the
"Partnership Agreement"), (iii) the Registration Statement, (iv) the Prospectus,
(v) the Final Prospectus, (vi) the Underwriting Agreement, (vii) resolutions of
the Board of Directors of the general partner of the Issuer (the "General
Partner") regarding, among other things, the Registration Statement, the
Prospectus, the Final Prospectus, the Underwriting Agreement and the Offering,
(viii) the Issuer's Registration Statement on Form 8-A/A, as filed with the
Commission on February 18, 2003, and (ix) 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 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.
Ferrellgas Partners, L.P.
April 14, 2004
Page 2
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 Issuer 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 Issuer and the General Partner, such
Documents constitute valid, binding and enforceable obligations of such other
parties.
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, when issued in
accordance with the terms and provisions of the Underwriting Agreement, and upon
the Issuer's receipt of the consideration set forth in the Underwriting
Agreement, the Units will be duly authorized, validly issued and, on the
assumption that the holders of the Units take no part in the control of the
Issuer's business and otherwise act in conformity with the provisions of the
Partnership Agreement regarding the control and management of the Issuer, the
Units will be fully paid and non-assessable (except as non-assessability may be
affected by particular provisions of the Delaware Revised Uniform Limited
Partnership Act (the "Delaware Act")).
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement on the Issuer's Current Report on Form 8-K as filed with
the SEC on April 15, 2004, and to the reference to us in the Prospectus and
Final Prospectus 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, the
Prospectus or the Final Prospectus, 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 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, 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.
Ferrellgas Partners, L.P.
April 14, 2004
Page 3
It is understood that this opinion is to be used only in connection with
the offer and sale by the Issuer of the Units while the Registration Statement,
the Prospectus and the Final Prospectus are in effect. Other than as expressly
stated above, we express no opinion on any issue relating to the Issuer 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 LLP
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MAYER, BROWN, ROWE & MAW LLP