EXHIBIT 5.1
VINSON & ELKINS L.L.P.
2300 FIRST CITY TOWER
1001 FANNIN STREET
HOUSTON, TEXAS 77002-6760
TELEPHONE (713) 758-2222
FAX (713) 758-2346
www.velaw.com
October 3, 2002
Enterprise Products Partners L.P.
Enterprise Products Operating L.P.
2727 N. Loop West
Houston, Texas 77008
Ladies and Gentlemen:
We have acted as counsel to Enterprise Products Partners L.P., a
Delaware limited partnership (the "Partnership"), and its 99% owned Delaware
subsidiary, Enterprise Products Operating L.P., (the "Operating Partnership"),
in connection with the offer and sale by the Partnership of up to 11,270,000
common units representing limited partner interests in the Partnership (the
"Common Units"). We have participated in the preparation of the Partnership's
registration statement on Form S-3 (No.: 333-56082) filed on February 23, 2001
by the Partnership with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Securities
Act"), and Amendment No. 1 thereto filed with the Commission on March 23, 2001,
and declared effective by the Commission on March 27, 2001 (the "Registration
Statement"). A prospectus supplement dated October 2, 2002 (the "Prospectus"),
which together with the prospectus filed with the Registration Statement shall
constitute part of the Prospectus, has been filed pursuant to Rule 424(b)
promulgated under the Securities Act. Capitalized terms not defined herein shall
have the meanings ascribed to them in the Underwriting Agreement dated October
2, 2002 relating to the offer and sale of the Common Units.
In rendering the opinion set forth below, we have examined and relied
upon (i) the Registration Statement, including the Prospectus; (ii) the Third
Amended and Restated Agreement of Limited Partnership of the Partnership dated
May 15, 2002, (iii) the Amended and Restated Agreement of Limited Partnership of
the Operating Partnership, and (iv) such certificates, statutes and other
instruments and documents as we consider appropriate for purposes of the opinion
hereafter expressed. As the basis for the opinion hereinafter expressed, we
examined such statutes, including the Delaware Uniform Revised Limited
Partnership Act, corporate records and documents, certificates of corporate and
public officials, and other instruments and documents as we deemed necessary or
advisable for the purposes of this opinion.
In connection with this opinion, we have assumed that all common units
will be issued and sold in the manner described in the Prospectus and in
accordance with the terms of the Underwriting Agreement.
Page 2
October 3, 2002
Based upon and subject to the foregoing, we are of the opinion that
when the Common Units have been issued and delivered in accordance with the
terms of the Underwriting Agreement, then the Common Units will be validly
issued, fully paid and non-assessable.
We hereby consent to the references to this firm under the caption
"Legal Matters" in the Prospectus and to the filing of this opinion as an
exhibit to the Registration Statement or a Current Report on Form 8-K. By giving
such consent, we do not admit that we are within the category of persons whose
consent is required under Section 7 of the Securities Act or the rules and
regulations of the Commission issued thereunder.
Very truly yours,
/s/ VINSON & ELKINS L.L.P.
--------------------------
Vinson & Elkins L.L.P.