[LETTERHEAD OF STINSON MORRISON HECKER LLP]
EXHIBIT 5.1
February 27, 2003
Inergy, L.P.
2 Brush Creek Boulevard, Suite 200
Kansas City, Missouri 64112
Re: Inergy, L.P.
Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to Inergy, L.P., a Delaware limited
partnership (the "Partnership"), in connection with the public offering (the
"Offering") of 700,000 common units (the " Units") representing limited partner
interests in the Partnership, and up to an additional 105,000 common units
issuable pursuant to an over-allotment option granted to Lehman Brothers Inc.,
as the sole underwriter, under the Partnership's shelf registration statement on
Form S-3 (Registration No. 333-101165) (the "Registration Statement"), as
supplemented by the Prospectus Supplement dated February 27, 2003 relating to
the Units filed with the Securities and Exchange Commission pursuant to Rule
424(b) under the Securities Act of 1933, as amended.
As the basis for the opinions hereinafter expressed, we have examined
(i) the Registration Statement, (ii) the Certificate of Limited Partnership of
the Partnership, (iii) the Amended and Restated Agreement of Limited Partnership
of the Partnership, and (iv) such other instruments and documents as we have
deemed necessary or appropriate for purposes of the opinions expressed in this
letter. In addition, we have reviewed certain certificates of officers of the
general partners of the Partnership and of public officials, and we have relied
on such certificates with respect to certain factual matters that we have not
independently established.
In connection with this opinion, we have assumed that all Units were
issued and sold in compliance with applicable federal and state securities laws
and in the manner stated in the Registration Statement and the Prospectus
Supplement.
Based upon the foregoing and subject to the limitations and assumptions
set forth herein, we are of the opinion that:
1. The Partnership has been duly formed and is validly existing
as a limited partnership under the Delaware Revised Uniform
Limited Partnership Act.
2. When the Units have been issued and delivered in accordance
with the terms of the Underwriting Agreement filed as Exhibit
1.1 to the Form 8-K dated February 27, 2003 filed by the
Partnership, and upon payment (or delivery) of the
consideration therefor provided for therein, the Units will be
validly issued and fully paid and, on the assumption that the
holder of the Units is not also a general partner of the
Partnership and does not participate in the control of the
Partnership's business, will be nonassessable.
The opinions expressed herein are qualified in the following respects:
(A) 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.
(B) The opinions expressed in this letter are limited in all
respects to the laws of the United States of America and the
Delaware Revised Uniform Limited Partnership Act.
We hereby consent to the filing of this letter as an exhibit to the
Form 8-K dated February 27, 2003 filed by the Partnership, which is incorporated
by reference in the Registration Statement, and further consent to the use of
our name under the caption "Legal Matters" in the Prospectus Supplement and the
Registration Statement. In giving this consent, we do not admit that we are
within the category of persons whose consent is required by Section 7 of the
Securities Act or other rules and regulations of the Securities and Exchange
Commission issued thereunder.
Respectfully submitted,
/s/ STINSON MORRISON HECKER LLP
STINSON MORRISON HECKER LLP