EXHIBIT 5.A
[AKIN GUMP LETTERHEAD]
June 27, 2003
GulfTerra Energy Partners, L.P.
GulfTerra Energy Finance Corporation
4 Greenway Plaza
Houston, Texas 77046
Re: GulfTerra Energy Partners, L.P.
GulfTerra Energy Finance Corporation
Registration Statement on Form S-4
Ladies and Gentlemen:
We have acted as counsel to GulfTerra Energy Partners, L.P., a Delaware limited
partnership, and GulfTerra Energy Finance Corporation, a Delaware corporation
(together, the "COMPANIES"), in connection with the registration, pursuant to a
registration statement on Form S-4, (as amended, restated, supplemented or
otherwise modified from time to time, 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 8 1/2% Series A Senior Subordinated
Notes due 2010 ($300 million aggregate principal amount outstanding) (the
"OUTSTANDING NOTES") of the Companies for 8 1/2% Series B Senior Subordinated
Notes due 2010 ($300 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 March 24, 2003 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
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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 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; the General Corporation Law, Limited Liability Company Act and
Revised Uniform Limited Partnership Act of the state of Delaware and
the Texas Revised Partnership Act.
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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June 27, 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 usury Laws.
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.