Exhibit 5.1
[Letterhead of Andrews & Kurth L.L.P.]
November 21, 2000
Genesis Energy, L.P.
500 Dallas, Suite 2500
Houston, Texas 77002
Gentlemen:
We have acted as counsel to Genesis Energy, L.P., a
Delaware limited partnership (the Partnership"), and Genesis
Energy, L.L.C., a Delaware limited liability company and the
general partner of the Partnership, in connection with the
preparation of the Partnership's Registration Statement on Form S-
8 (the "Registration Statement") filed by the Partnership under
the Securities Act of 1933, as amended (the "Securities Act"),
with respect to the offering and sale by the Company of up to
120,691 common units representing limited partnership interests
in the Partnership (the "Common Units") in connection with the
Genesis Energy, L.L.C. Amended and Restated Restricted Unit Plan
(the "Plan").
As the basis for the opinions hereinafter expressed, we
have examined such statutes, regulations, corporate records and
documents, certificates of corporate and public officials, and
other instruments as we have deemed necessary or advisable for
the purposes of this opinion. In such examination we have
assumed the authenticity of all documents submitted to us as
originals and the conformity with the original documents of all
documents submitted to us as copies.
Based upon the foregoing, and subject to the
limitations and assumptions set forth herein, and having due
regard for such legal considerations as we deem relevant, we are
of the opinion that:
1. The Partnership has been duly formed and is
validly existing as a limited partnership under the Delaware
Revised Uniform Limited Partnership Act (the "Delaware Act").
2. The Common Units will, when issued and paid for in
accordance with the terms of the Plan, be duly authorized,
validly issued, fully paid and nonassessable, except as such
nonassessability may be affected by the matters described below:
* If a court were to determine that the right or
exercise of the right under the Amended and Restated
Agreement of Limited Partnership of the Partnership
(the "Partnership Agreement") by the holders of
Common Units and subordinated units (the "Limited
Partners") of the Partnership as a group (i) to
remove or replace the general partner of the
Partnership (the "General Partner"), (ii) to approve
certain amendments to the Partnership Agreement or
(iii) to take certain other actions under the
Partnership Agreement constitute "participation in
the control" of the Partnership's business for the
purposes of the Delaware Act, then the Limited
Partners could be held personally liable for the
Partnership's obligations under the laws of Delaware,
to the same extent as the General Partner with
respect to persons who transact business with the
Partnership reasonably believing, based on the
conduct of any of the Limited Partners, that such
Limited Partner is a general partner.
* Section 17-607 of the Delaware Act provides that a
limited partner who receives a distribution and knew
at the time of the distribution that it was made in
violation of the Delaware Act shall be liable to the
limited partnership for three years for the amount of
the distribution.
* Limitations on the liability of limited partners for
the obligations of a limited partner have not been
clearly established in many jurisdictions. If a
court were to determine that Genesis Crude Oil, L.P.,
the Partnership's operating partnership, was
conducting business in any state without compliance
with the applicable limited partnership statute, then
the Limited Partners could be held personally liable
for the Partnership's obligations under the law of
that jurisdiction to the same extent as the General
Partner under the circumstances.
The foregoing opinion is based on and is limited to the
Revised Uniform Limited Partnership Act of the State of Delaware
and the relevant federal laws of the United States of America,
and we render no opinion with respect to the laws of any other
jurisdiction.
We hereby consent to the filing of this opinion with
the Securities and Exchange Commission as Exhibit 5.1 to the
Registration Statement. In giving such consent, we do not hereby
admit that we are in the category of such persons whose consent
is required under Section 7 of the Securities Act of 1933, as
amended. This opinion is rendered solely for your benefit and
may not be relied upon in any manner by any other person or
entity without our express written consent.
Very truly yours,
/s/ ANDREWS & KURTH L.L.P.
