|ENTERPRISE PRODUCTS PARTNERS L P filed this Form 8-K on 02/07/2018|
FORM OF DEPUTY GENERAL COUNSELS OPINION
1. Each of the Enterprise Parties and each of the Partnership Entities that is a significant subsidiary of EPO as such term is defined in Rule 1-02(w) of Regulation S-X under the Securities Act (which Partnership Entities have been identified as such on Schedule III to the Underwriting Agreement)(the Significant Partnership Subsidiaries) has been duly formed or incorporated, as the case may be, and (other than the Enterprise Parties) 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 each of the Pricing Disclosure Package and the Prospectus. Each of the Significant Partnership Subsidiaries 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 financial condition, business or results of operations of the Partnership Entities, taken as a whole.
2. All of the outstanding shares of capital stock, partnership interests or membership interests, as the case may be, of each of the Significant Partnership Subsidiaries 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 Act, in the case of membership interests in a Texas limited liability company; and except as otherwise disclosed in each of the Pricing Disclosure Package and the Prospectus). Except as described in each of the Pricing Disclosure Package and the 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 Significant Partnership Subsidiaries as set forth on Schedule III to the Underwriting Agreement, 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. To such counsels knowledge, neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by the Underwriting Agreement gave or gives rise to any rights for or relating to the registration of any securities of the Partnership, EPO or any of their subsidiaries, other than as have been waived. To such counsels knowledge, except for options granted pursuant to employee benefits plans, qualified unit option plans or other employee compensation plans, rights to purchase Common Units under the Partnerships distribution reinvestment plan or rights to purchase securities pursuant to the governing documents of the Enterprise Parties and each of the Significant Partnership Subsidiaries, there are no outstanding options or warrants to purchase any partnership interests, membership interests or capital stock in the Enterprise Parties or any Significant Partnership Subsidiary.