Exhibit 5.1
[Mayer, Brown, Rowe & Maw LLP letterhead]
May 21, 2004 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
Ferrellgas Partners, L.P.
One Liberty Plaza
Liberty, MO 64068
Re: Equity Issuances from 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 (the "Registration Statement"),
as filed with the Securities and Exchange Commission (the "Commission") on the
date hereof pursuant to the Securities Act of 1933, as amended (the "Securities
Act"), related to the offering by or for the account of the selling unitholders
named therein (the "Selling Unitholders") of up to 1,528,104 common units
representing limited partner interests of the Issuer (the "Units") and (ii) the
prospectus contained in the Registration Statement (the "Prospectus").
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) particular Unit Purchase Agreements each dated February 8, 2004 between each
of the Selling Unitholders and the Issuer, (vi) a Real Property Contribution
Agreement dated February 8, 2004 between one Selling Unitholder and the Issuer
(the Unit Purchase Agreements and the Real Property Contribution Agreement are
hereinafter referred to collectively as the "Unit Issuance Agreements"), (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 and the Unit Issuance Agreements, and (viii) 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.
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
Ferrellgas Partners, L.P.
May 21, 2004
Page 2
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 the Units are
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 are 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, and to the reference to us in the 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 or the 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.
May 21, 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
and the 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
MAYER, BROWN, ROWE & MAW LLP