EXHIBIT 5.1
WATSON, FARLEY & WILLIAMS (NEW YORK) LLP
Our reference: 02375.50030/19083445 v3 100 Park Avenue
New York, New York 10017
Tel (212) 922 2200
Fax (212) 922 1512
September 29, 2006
Teekay LNG Partners L.P.
Teekay LNG Finance Corp.
Teekay LNG Operating L.L.C.
African Spirit L.L.C.
Asian Spirit L.L.C.
European Spirit L.L.C.
Bayside House, Bayside Executive Park
West Bay Street and Blake Road
Nassau, Commonwealth of the Bahamas
REGISTRATION STATEMENT ON FORM F-3
Dear Sirs:
We have acted as special counsel as to matters of the law of the Republic of The
Marshall Islands ("MARSHALL ISLANDS LAW") for (i) Teekay LNG Partners L.P. (the
"PARTNERSHIP"), (ii) Teekay LNG Finance Corp. ("TEEKAY LNG FINANCE"), and (iii)
Teekay LNG Operating L.L.C., African Spirit L.L.C., Asian Spirit L.L.C. and
European Spirit L.L.C. (collectively, the "GUARANTORS", and together with the
Partnership and Teekay LNG Finance, the "REGISTRANTS"), in connection with the
preparation and filing with the Securities and Exchange Commission (the
"COMMISSION"), pursuant to the Securities Act of 1933, as amended (the
"SECURITIES ACT"), and the rules and regulations promulgated thereunder
("RULES"), of a registration statement on Form F-3 (such registration statement
and any additional registration statement filed pursuant to Rule 462(b) is
referred to as the "REGISTRATION STATEMENT") for the registration of the sale
from time to time of up to $400,000,000 aggregate offering price (or any such
further aggregate offering price as may be registered pursuant to Rule 462(b))
of:
(a) Common units (the "UNITS") representing limited partnership interests in
the Partnership;
(b) Debt securities of the Partnership, which may be co-issued by Teekay LNG
Finance in the form of either senior debt securities (the "SENIOR DEBT
SECURITIES") or subordinated debt securities (the "SUBORDINATED DEBT
SECURITIES", and together with the Senior Debt Securities, the "DEBT
Securities"); and
(c) Guarantees (the "GUARANTEES", and together with the Units and the Debt
Securities, the "Securities") of the Debt Securities by one or more
subsidiaries of the Partnership, including the Guarantors.
London o Athens o Paris o New York o Singapore o Bangkok o Rome o Hamburg
Watson, Farley & Williams (New York) LLP is a limited liability partnership
registered in England and Wales with registered number OC312253. It is regulated
by the Law Society of England and Wales and its members are solicitors or
registered foreign lawyers. A list of members of Watson, Farley & Williams (New
York) LLP and their professional qualifications is open to inspection at the
above address. Any reference to a 'partner' in relation to Watson, Farley &
Williams (New York) LLP means a member, partner, consultant or employee of
Watson, Farley & Williams (New York) LLP or an affiliated undertaking.
Watson, Farley & Williams (New York) LLP or an affiliated undertaking has an
office in each of the cities listed above.
Teekay LNG Partners L.P.
Teekay LNG Finance Corp.
Teekay LNG Operating L.L.C.
African Spirit L.L.C.
Asian Spirit L.L.C.
European Spirit L.L.C.
September 29, 2006 Page 2
The Securities will be sold or delivered from time to time as set forth in the
Registration Statement, the prospectus contained therein (the "PROSPECTUS") and
supplements to the Prospectus (the "PROSPECTUS SUPPLEMENTS").
The Senior Debt Securities will be issued in one or more series pursuant to an
indenture (together with any supplemental indentures, the "SENIOR INDENTURE") to
be entered into between the Partnership and a trustee thereunder, in
substantially the form filed as an exhibit to the Registration Statement. The
Subordinated Debt Securities will be issued in one or more series pursuant to a
subordinated indenture (together with any supplemental indentures, the
"SUBORDINATED INDENTURE") to be entered into between the Partnership and a
trustee thereto, in substantially the form filed as an exhibit to the
Registration Statement.
In rendering this opinion, we have examined originals or photocopies of all such
documents, including (i) the Registration Statement and the Prospectus, (ii) the
form of Senior Indenture to be filed as an exhibit to the Registration
Statement, (iii) the form of Subordinated Indenture to be filed as an exhibit to
the Registration Statement, and (iv) certificates of public officials and of
representatives of the Registrants and the Partnership's general partner, Teekay
GP L.L.C. (the "GENERAL PARTNER"), as we have deemed necessary. In such
examination, we have assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as originals, and the conformity with the
original documents of all documents submitted to us as photocopies. We have also
assumed the power, authority and legal right of all parties (other than the
Registrants and the General Partner) to the Registration Statement and any
amendments or supplements thereto (including any necessary post-effective
amendments), the Senior Indenture, the Subordinated Indenture and the Guarantees
(collectively, the "DOCUMENTS") to enter into and perform their respective
obligations thereunder and the due authorization, execution and delivery of the
Documents by such parties. We have further assumed the validity and
enforceability of the Documents under all applicable laws other than Marshall
Islands law. As to any questions of fact material to our opinion, we have, when
relevant facts were not independently established, relied upon the aforesaid
certificates.
We have also assumed that (a) the Registration Statement and any amendments or
supplements thereto (including any necessary post-effective amendments) shall
have become effective under the Securities Act, (b) with respect to the opinion
in Paragraph 2 below, the Registrants and the relevant indenture trustee shall
have complied with the terms and conditions of the Senior Indenture or the
Subordinated Indenture, as applicable, regarding the creation, authentication
and delivery of any supplemental indenture to such indenture, (c) a Prospectus
Supplement shall have been prepared and filed with the Commission describing the
Securities offered thereby, (d) all Securities shall be issued and sold in
compliance with applicable federal, state and foreign securities laws and in the
manner stated in the Registration Statement and the appropriate Prospectus
Supplement, (e) a definitive purchase, underwriting or similar agreement with
respect to any Securities offered will have been duly authorized and validly
executed and delivered by the applicable Registrants and the other parties
thereto, and (f) any Securities issuable upon conversion, exchange or exercise
of any Security
Teekay LNG Partners L.P.
Teekay LNG Finance Corp.
Teekay LNG Operating L.L.C.
African Spirit L.L.C.
Asian Spirit L.L.C.
European Spirit L.L.C.
September 29, 2006 Page 3
being offered will be duly authorized, created and, if appropriate, reserved for
issuance upon such conversion, exchange or exercise.
This opinion is limited to Marshall Islands Law and is as of the date hereof.
Based on the foregoing and having regard to legal considerations which we deem
relevant, we are of the opinion that:
1. When the terms of the issuance and sale thereof have been duly approved by
the Partnership and when issued and delivered against payment therefor in
accordance with the terms of the First Amended and Restated Agreement of
Limited Partnership dated May 10, 2005, as amended on May 31, 2006, of the
Partnership, the applicable underwriting agreement (or similar agreement)
and the Registration Statement and Prospectus, the Units will be duly
authorized, validly issued, fully paid and non-assessable.
2. Upon the due execution and delivery of the applicable indenture by the
parties thereto substantially in the form examined by us, when (a) the
specific terms of a particular Debt Security have been duly authorized by
the Partnership and, if applicable, Teekay LNG Finance, and established in
accordance with the applicable indenture, (b) any related Guarantee by the
Guarantors has been duly authorized by each such Guarantor, and (c) such
Debt Security and any such Guarantee have been duly executed,
authenticated, issued for value and delivered in accordance with the
applicable indenture, such Debt Security and any such Guarantee will be
binding obligations of the applicable Registrants.
We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the references to our firm in the Prospectus. 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 Securities Act or related Rules nor
do we admit that we are experts with respect to any part of the Registration
Statement within the meaning of the term "expert" as used in the Securities Act
or related Rules.
Very truly yours,
/S/ WATSON, FARLEY & WILLIAMS (NEW YORK) LLP