[John Peper Letterhead]
September 4, 2003
Energy Partners, Ltd.
201 St. Charles Avenue
Suite 3400
New Orleans, Louisiana 70170
Ladies and Gentlemen:
This opinion is being furnished to you in connection with the filing by
Energy Partners, Ltd. (the "Company") 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").
In my capacity as General Counsel of the Company, I have examined original
or photostatic or certified copies of such corporate documents of the Company
and the Company's subsidiaries and such other documents as I have deemed
relevant and necessary as a basis for this opinion.
In connection with the opinions hereinafter set forth, I have assumed
without inquiry (i) the genuineness of all signatures, (ii) the legal capacity
of natural persons, (iii) the authenticity of all documents submitted to me as
originals and (iv) the conformity to authentic original documents of all
documents submitted to me as certified, conformed or photostatic copies.
Based upon and subject to the foregoing and the further assumptions,
qualifications, exceptions and limitations set forth herein, I am of the opinion
that, as of the date hereof:
(i) EPL Pioneer Houston, Inc. ("Pioneer") has been duly incorporated
and is validly existing as a corporation in good standing under the laws of
the State of Texas.
(ii) The Indenture has been duly authorized, executed and delivered by
Pioneer and the Exchange Guarantee by Pioneer pursuant to Article X of the
Indenture has been duly authorized.
I am qualified to practice law in Texas, and I express no opinion as to the
laws of any jurisdiction other than the State of Texas. The opinions expressed
herein are rendered only with respect to the constitution, laws and regulations
which are currently in effect and applicable court rulings and orders which have
been published and are generally available.
My legal opinion as to the matters set forth herein is based upon my
professional knowledge and judgment. This opinion is not intended nor shall it
be construed as a guarantee or a warranty that a court considering such matters
would not rule in a manner contrary to the opinions set forth above. No opinion
is expressed with respect to future acts and events or changes in existing law.
I undertake no responsibility to advise you of any changes after the date hereof
in the law or the facts presently in effect that would alter the scope or
substance of the opinions herein expressed. This opinion is limited to the
matters stated herein, and no opinion is implied or may be inferred beyond the
matters expressly stated.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to me under the caption "Legal
Matters" in the Registration Statement and the prospectus forming a part
thereof. My consent to such reference does not constitute a consent under
Section 7 of the Act and in consenting to such reference I 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/ John H. Peper
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John H. Peper
General Counsel