EXHIBIT 5
[MAYER, BROWN, ROWE & MAW LETTERHEAD]
June 10, 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: Debt 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 "Partnership"), and Ferrellgas Partners Finance Corp.,
a Delaware corporation ("Ferrell Finance," and together with the Partnership,
the "Issuers"), in connection with the preparation of (i) the Issuers'
Registration Statement on Form S-3, as amended (Registration Nos. 333-103267 and
333-103267-01) (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 Issuers, including debt securities of the
Issuers, (ii) the prospectus contained in the Registration Statement (the
"Prospectus") and (iii) the final prospectus supplement to the Prospectus dated
and filed with the Commission on June 8, 2004 (the "Final Prospectus").
Pursuant to the Prospectus, the Final Prospectus and an Underwriting
Agreement dated as of June 4, 2004, among the underwriter named therein and the
Issuers (the "Underwriting Agreement"), the Issuers are offering to the public
(the "Offering") $50,000,000 in aggregate principal amount of 8 3/4% Senior
Notes due 2012 (the "Notes"). The Notes will be issued pursuant to an indenture
dated as of September 24, 2002 (the "Indenture") among the Issuers and U.S. Bank
National Association, as trustee (the "Trustee").
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 Registration Statement, including the Prospectus, (ii) the Final
Prospectus, (iii) the Indenture, (iv) the Underwriting Agreement, (v)
resolutions of the Board of Directors of the Ferrell Finance. and the general
partner of the Partnership (the "General Partner") regarding, among other
things, the Registration Statement, the Indenture and the Offering, and (vi)
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 Ferrell Finance
and 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.
June 10, 2004
Page 2
In our examinations and investigations, we have assumed (i) the genuineness
of all signatures on, and the authenticity of, all 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, (iv) the legal capacity of all individuals that are parties
thereto and (v) 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.
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 (i) when the
Notes have been duly authorized and executed by the Issuers, (ii) when the Notes
have been duly issued by the Issuers in accordance with the provisions of the
Indenture, (iii) when the Notes have been authenticated by the Trustee in
accordance with the provisions of the Indenture and (iv) when the Notes have
been delivered to the holders thereof tendering consideration therefor, all in
accordance with the terms of the Indenture as set forth in the Final Prospectus,
the Notes will be legally issued and will constitute valid and binding
obligations of the Issuers, enforceable against the Issuers in accordance with
their terms.
The opinion set forth above is subject, as to enforcement, to (i)
bankruptcy, insolvency (including without limitation, all laws relating to
fraudulent transfers), reorganization, moratorium or other similar laws relating
to or affecting the enforcement of creditors' rights generally, (ii) general
equitable principles, including concepts of materiality, reasonableness, good
faith and fair dealing and the possible unavailability of specific performance
or injunctive relief (regardless of whether enforcement is considered in a
proceeding in equity at law), and (iii) provisions of law that require that a
judgment for money damages rendered by a court in the United Sates be expressed
only in United States dollars.
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, 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 Revised Uniform
Limited Partnership 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.
June 10, 2004
Page 3
It is understood that this opinion is to be used only in connection with
the offer and sale by the Issuers of the Notes while the Registration Statement,
the Prospectus and the Final Prospectus are in effect and may not be relied upon
for any other purpose without our express prior written consent. Other than as
expressly stated above, we express no opinion on any issue relating to the
Issuers or to any investment in the Issuers. The foregoing opinion is as of the
date hereof, we undertake no responsibility to update such opinion after the
date hereof and we assume no responsibility for advising you of any changes with
respect to any matters described in such 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
---------------------------------
MAYER, BROWN, ROWE & MAW LLP