EXHIBIT 5.1
(Vinson & Elkins Logo) 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
May 9, 2003
Enterprise Products Operating L.P.
Enterprise Products Partners L.P.
2727 North Loop West
Houston, Texas 77008
Ladies and Gentlemen:
We have acted as counsel for Enterprise Products Operating L.P., a
Delaware limited partnership (the "Operating Partnership") and Enterprise
Products Partners L.P., a Delaware limited partnership (the "Partnership") with
respect to with the preparation of the Registration Statement on Form S-4, File
No. 333- (the "Registration Statement") filed with the Securities and
Exchange Commission (the "Commission") in connection with the registration by
the Operating Partnership under the Securities Act of 1933, as amended (the
"Securities Act") of (i) the offer and exchange by the Operating Partnership
(the "Exchange Offer") of $500,000,000 aggregate principal amount of its 6.875%
Senior Notes due 2033 (the "Outstanding Notes"), for a new series of notes
bearing substantially identical terms and in like principal amount (the
"Exchange Notes") and (ii) the guarantee (the "Guarantee") of the Partnership as
guarantor (the "Guarantor") of the Outstanding Notes and the Exchange Notes.
The Outstanding Notes and the Exchange Notes are collectively referred to
herein as the "Notes." The Outstanding Notes were issued, and the Exchange
Notes will be issued, under an Indenture dated as of March 15, 2000 among the
Operating Partnership, the Partnership and Wachovia Bank, National Association,
as Trustee, as supplemented by a Second Supplemental Indenture, dated February
14, 2003 (as amended, the "Indenture"). The Exchange Offer will be conducted on
such terms and conditions as are set forth in the prospectus contained in the
Registration Statement to which this opinion is an exhibit.
We have examined originals or copies, certified or otherwise
identified to our satisfaction, of (i) the Registration Statement, (ii) the
Indenture and (iii) such other certificates, statutes and other instruments and
documents as we considered appropriate for purposes of the opinions hereafter
expressed. In connection with this opinion, we have assumed that the
Registration Statement, and any amendments thereto (including post-effective
amendments), will have become effective and the Exchange Notes will be issued
and sold in compliance with applicable federal and state securities laws and in
the manner described in the Registration Statement.
Based on the foregoing, we are of the opinion that:
(a) When the Exchange Notes have been duly executed,
authenticated, issued and delivered in accordance with the provisions
of the Indenture, (i) such Exchange Notes will be legally issued and
will constitute valid and binding obligations of the Operating
Partnership enforceable against the Operating Partnership in
accordance with their terms, and (ii) the Guarantee of the Guarantor
remains the valid and binding obligations of such Guarantor,
enforceable against the Guarantor in accordance with its terms, except
in each case as such enforcement is subject to any applicable
bankruptcy, insolvency, reorganization or other law relating to or
affecting creditors' rights generally and general principles of
equity.
(b) We hereby confirm that the discussion and the legal
conclusions set forth in the Registration Statement under the heading
"Material Federal Income Tax Consequences" are accurate and complete in
all material respects and constitute our opinion, which is subject to
the assumptions and qualifications set forth therein, as to the
material tax consequences of the exchange of the Outstanding Notes for
Exchange Notes.
AUSTIN - BEIJING - DALLAS - HOUSTON - LONDON - MOSCOW - NEW YORK -
SINGAPORE - WASHINGTON, D.C.
The opinions expressed herein are limited exclusively to the federal laws
of the United States of America, the laws of the State of New York, the laws of
the State of Texas and the laws of the State of Delaware, and we are expressing
no opinion as to the effect of the laws of any other jurisdiction, domestic or
foreign.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our firm name in the prospectus
forming a part of the Registration Statement under the caption "Legal Matters"
and "Material Federal Income Tax Consequences." 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.
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Vinson & Elkins L.L.P.