EXHIBIT 5.1
[VINSON & ELKINS LOGO APPEARS HERE]
December 23, 2003
Natural Resource Partners L.P.
NRP (Operating) LLC
601 Jefferson, Suite 3600
Houston, Texas 77002
Ladies and Gentlemen:
We have acted as counsel to Natural Resource Partners L.P., a Delaware
limited partnership (the "Partnership") and NRP (Operating) LLC, a Delaware
limited liability company (the "Operating Company"), with respect to certain
legal matters in connection with the preparation of the Registration Statement
on Form S-3 (such Registration Statement, as amended on the effective date
thereof being referred to herein as the "Registration Statement") filed with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Securities Act"), on the date hereof and to which this
opinion is an exhibit. The Registration Statement relates to the registration of
up to $500,000,000 of common units ("Common Units") of the Partnership and/or
debt securities (the "Debt Securities") of the Partnership and the Operating
Company. The Common Units and Debt Securities are collectively referred to
herein as the "Securities." We have also participated in the preparation of the
prospectus relating to the Registration Statement and included as a part thereof
(the "Prospectus").
In rendering the opinions set forth below, we have examined and relied
upon (i) the Registration Statement, including the Prospectus; (ii) the First
Amended and Restated Agreement of Limited Partnership of the Partnership
Agreement, dated as of October 17, 2002, as amended by Amendment No. 1 (the
"Partnership Agreement"); (iii) the Amended and Restated Limited Liability
Company Agreement of the Operating Company, dated as of October 17, 2002; and
(iv) such certificates, statutes and other instruments and documents as we
consider appropriate for purposes of the opinions hereafter expressed.
In connection with this opinion, we have assumed that (i) the
Registration Statement, and any amendments thereto (including post-effective
amendments), will have become effective; (ii) a Prospectus Supplement will have
been prepared and filed with the Commission describing the Securities offered
thereby; (iii) all Securities will be issued and sold in compliance with
applicable federal and state securities laws and in the manner stated in the
Registration Statement and the appropriate Prospectus Supplement; and (iv) 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 Partnership and/or the Operating Company and the other parties
thereto.
Based upon and subject to the foregoing, we are of the opinion that:
With respect to the Common Units, when (i) the Partnership has taken
all necessary action to approve the issuance of such Common Units, the terms of
the offering and related matters and (ii) the Common Units have been issued and
delivered in accordance with terms of the applicable definitive purchase,
underwriting or similar agreement approved by the Partnership upon payment of
the consideration therefore provided for therein, then the Common Units will be
validly issued, fully paid (to the extent required under the Partnership
Agreement) and non-assessable.
With respect to the Debt Securities, when (i) the Indenture has been
duly qualified under the Trust Indenture Act of 1939, as amended; (ii) the
Partnership and the Operating Company have taken all necessary action to approve
the issuance and terms of such Debt Securities, the terms of the offering
thereof and related matters; and (iii) such Debt Securities have been duly
executed, authenticated, issued and delivered in accordance with the provisions
of the Indenture and the applicable definitive purchase, underwriting or similar
agreement approved by the Partnership and/or the Operating Company upon payment
of the consideration therefore provided for therein, such Debt Securities will
be legally issued and will constitute valid and legally binding obligations of
the Partnership and/or the Operating Company, respectively, enforceable against
the Partnership and/or the Operating Company in accordance with their terms,
except as such enforcement is subject to any applicable bankruptcy, insolvency,
reorganization, fraudulent conveyance or other law relating to or affecting
creditors' rights generally and general principles of equity.
The opinions expressed herein are qualified in the following respects:
A. We have assumed, without independent verification, that the
certificates for the Common Units will conform to the specimens
thereof examined by us and will have been duly countersigned by a
transfer agent and duly registered by a registrar of the Common
Units.
B. We have assumed that (i) each document submitted to us for review
is accurate and complete, each such document that is an original
is authentic, each such document that is a copy conforms to an
authentic original and all signatures on each such document are
genuine, and (ii) each certificate from governmental officials
reviewed by us is accurate, complete and authentic, and all
official public records are accurate and complete.
C. This opinion is limited in all respects to federal law of the
United States of America and the Delaware Revised Uniform Limited
Partnership Act and the Delaware Limited Liability Company Act.
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. 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.