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EXHIBIT 5.1
[Letterhead of Akin, Gump, Strauss, Hauer & Feld, L.L.P.]
June 30, 2000
El Paso Energy Partners, L.P.
El Paso Energy Building
1001 Louisiana Street, 26th Floor
Houston, Texas 77002
Re: Shelf Registration Statement - Form S-3
Ladies and Gentlemen:
We have acted as counsel to El Paso Energy Partners, L.P., a
Delaware limited partnership (the "Partnership"), in connection with the
preparation of the Registration Statement on Form S-3, as amended (Registration
No. 333-85987) (the "Registration Statement"), filed with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Act of 1933,
as amended (the "Act") on June 30, 2000. The Registration Statement relates to
the offering from time to time, as set forth in the Registration Statement, the
form of prospectus contained therein (the "Prospectus") and one or more
supplements to the Prospectus (each, a "Prospectus Supplement"), of one or more
classes or series of capital securities representing limited partner interests
("Securities") of the Partnership, having an aggregate public offering price
not to exceed U.S. $500,000,000, on terms to be determined at the time of the
offering.
In arriving at the opinions expressed below, we have examined (1) the
Partnership's Certificate of Limited Partnership and Amended and Restated
Agreement of Limited Partnership, each as amended to date, (2) the Registration
Statement, (3) the Prospectus and (4) the originals or copies certified or
otherwise identified to our satisfaction of such other instruments and other
certificates of public officials, officers and representatives of the
Partnership and such other persons, and we have made such investigations of
law, as we have deemed appropriate as a basis for the opinions expressed below.
In rendering the opinions expressed below, we have assumed and have
not verified (1) the genuineness of the signatures on all documents that we
have examined, (2) the legal capacity of all natural persons, (3) the
conformity to the originals of all documents supplied to us as certified or
photostatic or faxed copies and (4) the authenticity of the originals of such
documents.
Based on the foregoing, and subject to the limitations and other
qualifications set forth below, with respect to Securities, we are of the
opinion that, when (a) the Partnership has taken all necessary action to
approve the issuance of such Securities, the terms of the offering thereof and
related matters and (b) such Securities have been issued and delivered in
accordance with the terms of the applicable definitive purchase, underwriting
or similar agreement approved by the Partnership upon payment (or delivery) of
the consideration therefor provided for therein, such
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Securities will be validly issued and, on the assumption that the holder of
such Securities is not also a general partner of the Partnership and does not
participate in the control of the Partnership's business, such Securities will
be fully paid and nonassessable.
For the purposes of the opinions expressed above, we have assumed
that (1) the Registration Statement, and any amendments thereto (including
post- effective amendments), will have become effective and such effectiveness
shall not have been terminated or rescinded, (2) a Prospectus Supplement will
have been prepared and filed with the Commission describing the Securities
offered thereby, (3) all Securities will have been issued and sold in
compliance with applicable United States federal and state securities laws and
in the manner stated in the Registration Statement and the applicable
Prospectus Supplement and (4) a definitive purchase, underwriting or similar
agreement with respect to any Securities offered will have been duly authorized
and validly executed and delivered by the Partnership and the other parties
thereto.
We express no opinion other than as to the federal laws of the United
States of America and the Revised Uniform Limited Partnership Act of the State
of Delaware. We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement and to the reference to this firm under the heading
"Legal Matters" in the Prospectus. In giving this consent we do not admit that
we are "experts" under the Act, or the rules and regulations of the Commission
issued thereunder, with respect to any part of the Registration Statement,
including this exhibit. This opinion is rendered solely for your benefit in
connection with the above matter and may not be relied upon in any manner by
any other person or entity without our express written consent.
Very truly yours,
AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
