Enterprise Products Partners L.P.

SEC Filings

8-K
ENTERPRISE PRODUCTS PARTNERS L P filed this Form 8-K on 02/07/2018
Entire Document
 


Such counsel shall advise that (i) the Indenture has been duly qualified under the Trust Indenture Act; (ii) based solely on such counsel’s review of the SEC’s website, the Registration Statement automatically became effective under the Securities Act upon filing with the Commission on May 12, 2016; (iii) such counsel’s review of the information made available by the SEC at https://www.sec.gov/litigation/stoporders.shtml, such counsel has confirmed that the SEC has not issued any stop order suspending the effectiveness of the Registration Statement; and (iv) to such counsel’s knowledge, based solely on such counsel’s participation in the conferences mentioned below regarding the Registration Statement and such counsel’s review of the information made available by the SEC at https://www.sec.gov/litigation/admin.shtml, no proceedings for that purpose have been instituted or are pending or threatened by the Commission.

In addition, such counsel shall state that they have participated in conferences with officers and other representatives of the General Partner, EPO, EPOGP and the Partnership, the independent registered public accounting firm for the General Partner, EPO and the Partnership, your counsel and your representatives, at which conferences certain contents of the Registration Statement, the Pricing Disclosure Package and the Prospectus and related matters were discussed and, although such counsel is not passing upon or assuming any responsibility for, the accuracy, completeness or fairness of the statements included or incorporated by reference in or omitted from the Registration Statement, the Pricing Disclosure Package and the Prospectus (except as and to the extent set forth in paragraphs 15 and 16 above), on the basis of the foregoing (relying with respect to factual matters to the extent such counsel deems appropriate upon statements by officers and other representatives of the General Partner, the Partnership and the other Partnership Parties):

(a) such counsel confirms that, in their opinion, each of the Registration Statement (including the information in the Prospectus that was omitted from the Registration Statement at the time it first became effective but that was deemed, pursuant to Rule 430B(f) of the Rules and Regulations, to be part of and included in the Registration Statement), as of its most recent Effective Date, the Pricing Disclosure Package, as of the Applicable Time, and the Prospectus, as of its date, appeared on its face to be appropriately responsive in all material respects to the requirements of the Securities Act and the Rules and Regulations for registration statements on Form S-3 or related prospectuses, as the case may be (except that in each case such counsel need not express any statement or belief as to Regulation S-T or any Form T-1) and the Trust Indenture Act, and

(b) no facts have come to such counsel’s attention that have caused them to believe that, insofar as is relevant to the offering of the Securities, (i) the Registration Statement (including the information in the Prospectus that was omitted from the Registration Statement at the time it first became effective but that was deemed, pursuant to Rule 430B(f) of the Rules and Regulations, to be part of and included in the Registration Statement), as of its most recent Effective Date, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) the Pricing Disclosure Package, as of the Applicable Time, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (iii) the Prospectus, as of its date and as of the Delivery Date, included or includes an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;

 

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