(LETTERHEAD OF CAHILL GORDON & REINDEL LLP)










                                September 4, 2003







Energy Partners, Ltd.
201 St. Charles Avenue
Suite 3400
New Orleans, Louisiana 70170

             Re: Energy Partners, Ltd. 8 3/4% Senior Notes due 2010

Ladies and Gentlemen:

     We have acted as counsel to Energy Partners, Ltd. (the "Company") in
connection with the filing of a Registration Statement on Form S-4 (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Act"), relating to the exchange offer set forth in the Registration Statement
(the "Exchange Offer"), pursuant to which $150,000,000 aggregate principal
amount of 8 3/4% Senior Notes due 2010 (the "Exchange Securities") of the
Company will be issued under the Indenture between the Company and Wells Fargo
Bank, N.A., as Trustee, dated as of August 5, 2003 (the "Indenture") for a like
principal amount of the Company's outstanding 8 3/4% Senior Notes due 2010. The
Exchange Securities will be fully and unconditionally guaranteed (the "Exchange
Guarantees") on a senior unsecured basis by each of EPL Pipeline, L.L.C.,
Nighthawk, L.L.C., EPL of Louisiana, L.L.C., Delaware EPL of Texas, LLC and EPL
Pioneer Houston, Inc. (the "Guarantors").

     We have examined such corporate records, documents, certificates and
instruments as we deemed necessary and appropriate to enable us to render the
opinions expressed below.

     We advise you that, in our opinion:

          (a) The Exchange Securities have been duly authorized by the Company,
     and when such Exchange Securities have been executed, authenticated and
     delivered in accordance with the terms of the Indenture and the Exchange
     Offer, such Exchange Securities will be legally issued and will constitute
     valid and binding obligations of the Company entitled to the benefits of
     the Indenture and enforceable against the Company in accordance with their
     terms, except as enforcement may be limited by bankruptcy, insolvency,
     fraudulent conveyance or transfer, reorganization or other laws of general
     applicability related to or affecting creditors' rights and to general
     principles of equity.

          (b) The Exchange Guarantees of each of EPL Pipeline, L.L.C. and
     Delaware EPL of Texas, LLC (the "Delaware Guarantors") have been duly
     authorized by such Delaware Guarantor and, when the Exchange Securities
     have been issued, executed, authenticated and delivered by the Company in
     accordance with the terms of the Indenture and the Exchange Offer, and
     assuming the due organization or incorporation of Nighthawk, L.L.C., EPL of
     Louisiana, L.L.C. and EPL Pioneer Houston, Inc. (the "Non-Delaware
     Guarantors") and the due authorization, execution and delivery of the
     Indenture by the Non-Delaware Guarantors, the Exchange Guarantees will
     constitute valid and legally binding obligations of the Guarantors,
     enforceable against each such Guarantor in accordance with their terms
     except as enforcement may be limited by bankruptcy, insolvency, fraudulent
     conveyance or transfer, reorganization or other laws of general
     applicability relating to or affecting creditors' rights and to general
     principles of equity.

     In rendering the opinion set forth above, we express no opinion as to the
laws of any jurisdiction other than the General Corporation Law of the State of
Delaware, including the applicable provisions of the Delaware Constitution and
the reported judicial decisions interpreting such laws, the laws of the State of
New York and the federal laws of the United States of America. We note that (a)
John H. Peper, General Counsel of the Company, has rendered an opinion to the
Company, dated the date hereof, as to the due incorporation of EPL Pioneer
Houston, Inc. (the "Texas Guarantor") and the due authorization, execution and
delivery of the Indenture by the Texas Guarantor and (b) Jackson Walker L.L.P.,
special counsel to the Company, has rendered an opinion to the Company, dated
the date hereof, as to the due organization of each of EPL of Louisiana, L.L.C.
and Nighthawk, L.L.C. (the "Louisiana Guarantors") and the due authorization,
execution and delivery of the Indenture by the Louisiana Guarantors.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference of our firm under the caption "Legal
Matters" in the Registration Statement and the prospectus forming a part
thereof. Our consent to such reference does not constitute a consent under
Section 7 of the Act and in consenting to such reference we have not certified
any part of the Registration Statement and do not otherwise come within the
categories of persons whose consent is required under Section 7 or under the
rules and regulations of the Securities and Exchange Commission thereunder.

                                          Very truly yours,



                                          /s/ CAHILL GORDON & REINDEL LLP
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                                          CAHILL GORDON & REINDEL LLP