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EXHIBIT 5.1
[LETTERHEAD OF THE WILLIAMS COMPANIES, INC.]
December 22, 2000
Williams Energy Partners, L.P.
One Williams Center
Tulsa, Oklahoma 74172
Gentlemen:
I, Craig R. Rich, 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, including the Delaware Uniform Revised Limited Partnership Act,
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, when issued and paid for under the Partnership's
Registration Statement on Form S-1, as amended, relating to the
Common Units, will be duly authorized, validly issued, fully paid
and nonassessable, except as provided in Section 17-607 of the
Delaware Revised Uniform Limited Partnership Act.
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/ Craig R. Rich
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Craig R. Rich
