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EXHIBIT 5.1
[LETTERHEAD OF THE WILLIAMS COMPANIES, INC.]
October 30, 2000
Williams Energy Partners, L.P.
One Williams Center
Tulsa, Oklahoma 74172
Gentlemen:
I, Rebecca H. Hilborne, have acted as counsel to Williams Energy Partners,
L.P., a Delaware limited partnership (the "Partnership"), and Williams GP LLC, a
Delaware limited liability company and the general partner of the Partnership
(the "General Partner"), in connection with the registration under the
Securities Act of 1933, as amended (the "Securities Act") of the offering and
sale of up to an aggregate of 4,312,500 common units representing limited
partner interests in the Partnership (the "Common Units").
As the basis for the opinion hereinafter expressed, I examined such
statutes, regulations, corporate records and documents, certificates of
corporate and public officials, and other instruments and documents as I deemed
necessary or advisable for the purposes of this opinion. In such examination, I
assumed the authenticity of all documents submitted to me as originals and the
conformity with the original documents of all documents submitted to me as
copies.
Based on the foregoing and on such legal considerations as I deem
relevant, I am 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.
2. The Common Units will, when issued and paid for as described in the
Partnership's Registration Statement on Form S-1, as amended,
relating to the Common Units (the "Registration Statement"), be duly
authorized, validly issued, fully paid and nonassessable, except as
such nonassessability may be affected by the matters described in
the prospectus included in the Registration Statement (the
"Prospectus") under the caption "The Partnership Agreement - Limited
Liability."
I hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference to me under the caption "Experts" in
the Prospectus.
Very truly yours,
/s/ Rebecca H. Hilborne
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Rebecca H. Hilborne
