EXHIBIT 5.A
[AKIN GUMP LETTERHEAD]
April 23, 2003
El Paso Energy Partners, L.P.
El Paso Energy Partners Finance Corporation
1001 Louisiana Street, 30th Floor
Houston, Texas 77002
Re: El Paso Energy Partners, L.P.
El Paso Energy Partners Finance Corporation
Registration Statement on Form S-4
Ladies and Gentlemen:
We have acted as counsel to El Paso Energy Partners, L.P., a Delaware limited
partnership, and El Paso Energy Partners Finance Corporation, a Delaware
corporation (together, the "COMPANIES"), in connection with the registration,
pursuant to a registration statement on Form S-4, as amended (the "REGISTRATION
STATEMENT"), filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "ACT"), of (i) the proposed offer by the
Companies to exchange (the "EXCHANGE OFFER") all outstanding 10 5/8% Series A
Senior Subordinated Notes due 2012 ($200 million aggregate principal amount
outstanding) (the "OUTSTANDING NOTES") of the Companies for 10 5/8% Series B
Senior Subordinated Notes due 2012 ($200 million aggregate principal amount)
(the "REGISTERED NOTES") of the Companies and (ii) the guarantees (the
"GUARANTEES") of the Subsidiary Guarantors listed in the Registration Statement
(the "GUARANTORS"). The Outstanding Notes have been, and the Registered Notes
will be, issued pursuant to an Indenture (the "INDENTURE") dated as of November
27, 2002 among the Companies, the Subsidiary Guarantors named therein, and
JPMorgan Chase Bank, as trustee (the "TRUSTEE").
We have examined originals or certified copies of such corporate records of the
Companies and the Guarantors and other certificates and documents of officials
of the Companies and the Guarantors, public officials and others as we have
deemed appropriate for purposes of this letter. We have assumed the genuineness
of all signatures, the authenticity of all documents submitted to us as
originals, and the conformity to authentic original documents of all copies
submitted to us as conformed and certified or reproduced copies. We have also
assumed the legal capacity of natural persons, the corporate or other power of
all persons signing on behalf of the parties
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April 23, 2003
thereto other than the Companies, the due authorization, execution and delivery
of all documents by the parties thereto other than the Companies, that the
Registered Notes will conform to the specimens examined by us and that the
Trustee's certificate of authentication of Registered Notes will be manually
signed by one of the Trustee's authorized officers.
Based upon the foregoing and subject to the assumptions, exceptions,
qualifications and limitations set forth hereinafter, we are of the opinion that
when (a) the Registration Statement has become effective under the Act, (b) the
Outstanding Notes have been exchanged in the manner described in the prospectus
forming a part of the Registration Statement, (c) the Registered Notes have been
duly executed, authenticated, issued and delivered in accordance with the terms
of the Indenture, against receipt of the Outstanding Notes surrendered in
exchange therefor, (d) the Indenture has been duly qualified under the Trust
Indenture Act of 1939, as amended, and (e) applicable provisions of "blue sky"
laws have been complied with,
1. the Registered Notes proposed to be issued pursuant to the
Exchange Offer, when duly executed, authenticated and
delivered by or on behalf of the Companies, will be valid and
binding obligations of the Companies and will be entitled to
the benefits of the Indenture; and
2. the Guarantees proposed to be issued pursuant to the Exchange
Offer will be valid and binding obligations of each Guarantor.
The opinions and other matters in this letter are qualified in their entirety
and subject to the following:
A. We express no opinion as to the laws of any jurisdiction other
than any published constitutions, treaties, laws, rules or
regulations or judicial or administrative decisions ("LAWS")
of the state of New York and the General Corporation Law,
Revised Uniform Limited Partnership Act, Limited Liability
Company Act and Revised Uniform Partnership Act of the state
of Delaware.
B. This law firm is a registered limited liability partnership
organized under the laws of the state of Texas.
C. The matters expressed in this letter are subject to and
qualified and limited by: (i) applicable bankruptcy,
insolvency, fraudulent transfer and conveyance,
reorganization, moratorium and similar Laws affecting
creditors' rights and remedies generally; (ii) general
principles of equity, including principles of
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April 23, 2003
commercial reasonableness, good faith and fair dealing
(regardless of whether enforcement is sought in a proceeding
at law or in equity); (iii) commercial reasonableness and
unconscionability and an implied covenant of good faith and
fair dealing; (iv) the power of the courts to award damages in
lieu of equitable remedies; (v) securities Laws and public
policy underlying such Laws with respect to rights to
indemnification and contribution; and (vi) limitations on the
waiver of rights under any stay, extension or usury laws
wherever enacted now or at any time hereafter in force, that
may affect the covenants or the performance of the Indenture.
We hereby consent to the filing of copies of this opinion as an exhibit to the
Registration Statement and to the use of our name in the prospectus forming a
part of the Registration Statement under the caption "Validity of the Series B
Notes." In giving this consent, we do not thereby admit that we are within the
category of persons whose consent is required under Section 7 of the Act and the
rules and regulations thereunder. This opinion speaks as of its date, and we
undertake no (and hereby disclaim any) obligation to update this opinion.
Very truly yours,
/s/ Akin, Gump, Strauss, Hauer & Feld, L.L.P.
AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.