Enterprise Products Partners L.P.

SEC Filings

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

it being understood that such counsel expresses no opinion, statement or belief in this letter with respect to (A) the financial statements and related schedules, including the notes and schedules thereto and the auditor’s report thereon, or any other financial or accounting data, included or incorporated or deemed incorporated by reference in, or omitted from, the Registration Statement, the Pricing Disclosure Package or the Prospectus, (B) the Form T-1 included as an exhibit to the Registration Statement and (C) any representations and warranties and other statements of fact included in the exhibits to the Registration Statement or to the documents incorporated by reference in the Registration Statement.

In rendering the statement set forth in clause (a) and making the statement set forth in subclause (b)(i) of the immediately preceding paragraph, such counsel may assume that February 1, 2018 was the earlier of the date on which the Prospectus was first used and the time of the first contract of sale of the Securities within the meaning of Rule 430B(f)(1) of the Rules and Regulations.

In rendering such opinions, such counsel may, among other things, (A) rely in respect of matters of fact material to such opinions upon (i) oral or written statements and representations of officers and other representatives of the Partnership Entities and (ii) statements and certifications of public officials, the transfer agent of the Partnership and others (to the extent such counsel deems it appropriate), (B) assume the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted as originals, and the conformity to authentic original documents of all documents submitted as certified or photostatic copies, (C) state that their opinion is limited to the Delaware LP Act, the Delaware LLC Act, the DGCL and the applicable laws of the State of Texas, the applicable laws of the State of New York, the applicable laws of the United States of America, with respect to the opinion set forth in paragraph 16 above, United States federal income tax law, and with respect to the opinion set forth in paragraph 17 above, the Investment Company Act of 1940, as amended, (D) state that they express no opinion with respect to state securities or Blue Sky laws of any jurisdiction or with respect to the anti-fraud provisions of the federal securities laws, (E) with respect to the opinion expressed in paragraphs 1 and 2 above as to the valid existence, good standing and due qualification or registration of the General Partner, the Partnership, EPO and EPOGP, state that such opinions are based solely upon its review of certificates and other communications from the appropriate public officials, (F) state that such counsel expresses no opinion with respect to (i) any permits to own or operate any real or personal property or (ii) state or local tax statutes to which any of the limited partners of the Partnership or any of the Enterprise Parties or the General Partner may be subject, and (G) with respect to enforceability of agreements or instruments, include reasonable and customary qualifications for such agreements or instruments.