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EXHIBIT 5.1
[Letterhead of Fulbright & Jaworski L.L.P.]
October 20, 2000
TEPPCO Partners, L.P.
2929 Allen Parkway
P.O. Box 2521
Houston, Texas 77252-2521
Dear Sirs:
We have acted as counsel to TEPPCO Partners, L.P., a Delaware
limited partnership (the "Partnership"), in connection with the proposed
offering by the Partnership of up to 4,255,000 units representing limited
partner interests in the Partnership (the "Units"). We refer to registration
statement on Form S-3 (Registration No. 333-37112) filed with the Securities and
Exchange Commission (the "Commission") by the Partnership on May 16, 2000, as
amended by Amendment No. 1 filed on October 6, 2000, and as supplemented by the
Prospectus Supplement dated October 19, 2000 (as so amended and supplemented,
the "Registration Statement").
As counsel to the Company, we have examined such corporate
records, documents and questions of law as we have deemed necessary or
appropriate for the purposes of this opinion. In such examinations, we have
assumed the genuineness of signatures and the conformity to the originals of the
documents supplied to us as copies. As to various questions of fact material to
this opinion, we have relied upon statements and certificates of officers and
representatives of the Company. Without limiting the foregoing, we have examined
the Underwriting Agreement, dated October 19, 2000, among the Partnership and
PaineWebber Incorporated, Goldman, Sachs & Co. and Salomon Smith Barney, as the
Underwriters (the "Underwriting Agreement").
Based upon the foregoing, and having regard for such legal
considerations as we deem relevant, we are of the opinion that the Units have
been duly authorized by the Partnership for issuance, and the Partnership has
full partnership power and authority to issue, sell and deliver the Units and,
when issued and delivered to and paid for by the Underwriters in accordance with
the terms of the Underwriting Agreement, will be validly issued, fully paid and
nonassessable (except as nonassessability may be affected by the matters set
forth in the Registration Statement under the caption "Risk Factors-Unitholders
may not have limited liability in some circumstances").
The opinions expressed herein are limited exclusively to the laws
of the State of Texas,
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TEPPCO Partner, L.P.
October 20, 2000
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the Revised Uniform Limited Partnership Act of the State of Delaware and the
federal statutory laws and regulations of the United States of America.
We hereby consent to the filing of this opinion as an Exhibit to
the Registration Statement and to the references to us under "Legal" in the
Prospectus included in the Registration Statement and under "Validity of Units"
in the Prospectus Supplement dated October 19, 2000. In giving these consents,
we do not hereby admit that we are in the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, as amended.
Very truly yours,
/s/ Fulbright & Jaworski L.L.P.
