[Shearman & Sterling Letterhead]
August 17, 2000
Iroquois Gas Transmission System, L.P.
One Corporate Drive
Suite 600
Shelton, CT 06484-6211
Ladies and Gentlemen:
We have acted as counsel to Iroquois Gas Transmission System, L.P. (the
"Partnership"), a Delaware limited partnership, in connection with the
preparation and filing by the Partnership with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act"), of a Registration Statement on Form S-4 (Registration No.
333-42578), as amended (the "Registration Statement"), including the prospectus
included therein at the time the Registration Statement is declared effective
(the "Prospectus"), relating to the exchange offer (the "Exchange Offer") by the
Partnership of the Partnership's 8.68% Senior Notes due 2010 (the "Exchange
Notes") for the Partnership's outstanding 8.68% Senior Notes due 2010 (the "Old
Notes"), originally issued by the Partnership pursuant to Rule 144A under the
Securities Act. The Old Notes were, and the Exchange Notes will be, issued under
an indenture dated as of May 30, 2000 (the "Original Indenture") between the
Partnership and The Chase Manhattan Bank, as trustee (the "Trustee") and a first
supplemental indenture dated as of May 30, 2000, between the Partnership and the
Trustee (the "First Supplemental Indenture", together with the Original
Indenture, the "Indenture") dated as of May 30, 2000. The form of the Indenture
is filed as an exhibit to the Registration Statement.
In this capacity, we have examined, and relied on to the extent we deem
proper, the Registration Statement, the Indenture, the Old Notes, a form of the
Exchange Notes contained in the Indenture and originals and copies identified to
our satisfaction of such corporate records of the Partnership and such other
documents, agreements and instruments as we have deemed necessary or appropriate
as a basis for the opinion hereinafter expressed. In our examination, we have
assumed the genuineness of all signatures, the authenticity of all documents
submitted to us as originals and the conformity with the originals of all
documents submitted to us as copies.
Based upon the foregoing and assuming the due authorization, execution
and delivery of the Indenture by the Trustee and the Partnership, it is our
opinion that the Exchange Notes to be exchanged for the Old Notes as
contemplated in the Registration Statement, when duly authorized, executed and
delivered by the Partnership and duly authenticated by the Trustee, in each case
in
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accordance with the provisions of the Indenture, will constitute the legal,
valid and binding obligations of the Partnership entitled to the benefits of the
Indenture, except as enforcement thereof may be limited by bankruptcy,
insolvency (including, without limitation, all laws relating to fraudulent
transfer), reorganization, moratorium and other similar laws relating to or
affecting enforcement of creditors' rights generally and by general principles
of equity (regardless of whether the issue of enforceability is considered in a
proceeding in equity or at law).
Our opinion set forth above is limited to the law of the State of New
York, the General Corporation Law of the State of Delaware and the federal law
of the United States, and we do not express any opinion herein concerning any
other law.
We are aware that we are referred to under the heading "Legal Matters"
in the Prospectus, and we hereby consent to such use of our name therein and the
filing of this opinion as Exhibit 5.1 to the Registration Statement. In giving
this consent, we do not hereby admit that we are within the category of persons
whose consent is required under Section 7 of the Securities Act or the rules and
regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Shearman & Sterling
FDG/HCL/LLL
