|ENTERPRISE PRODUCTS PARTNERS L P filed this Form S-3 on 11/07/2017|
November 7, 2017
Enterprise Products Partners L.P.
1100 Louisiana, 10th Floor
Houston, TX 77002
Ladies and Gentlemen:
We have acted as special counsel to Enterprise Products Partners L.P., a Delaware limited partnership (the Partnership), in connection with the preparation of a registration statement on Form S-3 (the Registration Statement) filed with the Securities and Exchange Commission (the Commission) on November 7, 2017 relating to the registration of the offering and sale of common units (the Units) representing limited partner interests in the Partnership to be issued and sold by the Partnership from time to time pursuant to Rule 415 of the Securities Act of 1933, as amended (the Act). In connection therewith, we have participated in the preparation of the discussion set forth under the caption, Material U.S. Federal Income Tax Consequences in the Registration Statement (the Discussion)
This opinion is based on various facts and assumptions, and is conditioned upon certain representations made to us by the Partnership as to factual matters through an officers certificate (the Officers Certificate). In addition, this opinion is based upon the factual representations of the Partnership concerning its business, properties and governing documents as set forth in the Registration Statement and the Partnerships responses to our examinations and inquiries.
In our capacity as counsel to the Partnership, we have made such legal and factual examinations and inquiries, including an examination of originals or copies certified or otherwise identified to our satisfaction of such documents, corporate records and other instruments, as we have deemed necessary or appropriate for purposes of this opinion. In our examination, we have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures thereon, the legal capacity of natural persons executing such documents and the conformity to authentic original documents of all documents submitted to us as copies. For the purpose of our opinion, we have not made an independent investigation or audit of the facts set forth in the above-referenced documents or representations. In addition, in rendering this opinion we have assumed the truth and accuracy of all representations and statements made to us which are qualified as to knowledge or belief, without regard to such qualification.