|ENTERPRISE PRODUCTS PARTNERS L P filed this Form 8-K on 12/01/2017|
FORM OF DEPUTY GENERAL COUNSELS OPINION
1. Each of the Partnership Entities has been duly formed or incorporated, as the case may be, and each of the Partnership Entities (other than the Enterprise Parties) listed on a schedule provided by the Partnership is validly existing and in good standing under the laws of its jurisdiction of formation with all necessary corporate, limited liability company or limited partnership, as the case may be, power and authority to own or lease its properties and conduct its business, in each case in all material respects as described in the Prospectus. Each of the Partnership Entities (other than the Enterprise Parties) listed on a schedule provided by the Partnership is duly registered or qualified as a foreign corporation, limited partnership or limited liability company, as the case may be, for the transaction of business under the laws of each jurisdiction in which its ownership or lease of property or the conduct of its businesses requires such qualification or registration, except where the failure to so qualify or register would not, individually or in the aggregate, have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects of the Partnership Entities taken as a whole, or subject the limited partners of the Partnership to any material liability.
2. All of the outstanding shares of capital stock, partnership interests or membership interests, as the case may be, of each of the Partnership Entities (other than the Enterprise Parties) have been duly and validly authorized and issued in accordance with the applicable constituent documents and are fully paid (to the extent required under the applicable constituent documents) and non-assessable (except as such non-assessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware LP Act, in the case of partnership interests in a Delaware limited partnership, Sections 18-607 and 18-604 of the Delaware LLC Act, in the case of membership interests in a Delaware limited liability company, Section 101.206 of the Texas Business Organizations Code, in the case of membership interests in a Texas limited liability company, and except as otherwise disclosed in the Registration Statement and Prospectus). Except as described in the Registration Statement and Prospectus, EPO and/or the Partnership, as the case may be, directly or indirectly, owns the shares of capital stock, partnership interests or membership interests, as applicable, in each of the Partnership Entities (other than the Enterprise Parties and the General Partner) as set forth on a schedule provided by the Partnership, free and clear of any lien, charge, encumbrance (other than contractual restrictions on transfer contained in the applicable constituent documents), security interest, restriction upon voting or any other claim of any third party.
3. Except for rights that have been effectively complied with, satisfied or waived, there are no preemptive rights or other rights to subscribe for or to purchase, nor any restriction upon the voting or transfer of, any capital stock, partnership interests or membership interests (i) in the Partnership Entities (other than the Enterprise Parties), in each case, pursuant to the constituent documents of any such entity or (ii) in the Partnership Entities pursuant to any agreement or other instrument known to such counsel to which any of them is a party or by which any of them may be bound (other than the constituent documents of such entity). To such counsels knowledge, neither the filing of the Registration Statement nor the offering or sale of the Units as contemplated by the Equity Distribution Agreement gave or gives rise to any rights for or relating to the registration of any Common Units or other securities of the Partnership or