<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 26,1997
Registration No.333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
EOTT ENERGY PARTNERS, L.P.
(Exact name of registrant as specified in its charter)
DELAWARE 76-0424520
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1330 POST OAK BOULEVARD
HOUSTON, TEXAS 77056
(713) 993-5200
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
____________________
EOTT ENERGY CORP. 1994 UNIT OPTION PLAN
(Full title of the plan)
REX R. ROGERS
1400 SMITH STREET
HOUSTON, TEXAS 77002-7369
(713) 853-6161
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================
Proposed Proposed
maximum maximum
Title of offering aggregate
securities to be Amount to be price per offering Amount of
registered registered Unit price (2) registration fee
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Subordinated Units (1) 1,155,000 Units $15.00 $17,325,000 $5,250.00
====================================================================================================
</TABLE>
(1) Includes 1,155,000 of Common Units issuable in lieu of Subordinated Units
following conversion of Subordinated Units to Common Units.
(2) Estimated solely for purposes of calculating the registration fee.
================================================================================
<PAGE> 2
PART II
INFORMATION REQUIRED IN THIS REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
EOTT Energy Partners, L.P. (the "Partnership") hereby incorporates in this
Registration Statement by reference the following documents which have been
filed with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934, (File No.1-12872):
(a) The Partnership's Annual Report on Form 10-K for the Year Ended
December 31, 1996, and
(b) The description of the Partnership's Subordinated Units and Common
Units included in the Partnership's Registration Statement on Form 8-A (No.
1-12872), as filed with the Commission with respect to the Common Units on
March 2, 1994.
All documents filed by the Partnership pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act subsequent to the effective date of this
Registration Statement, prior to the filing of a post-effective amendment to
this Registration Statement indicating that all securities offered hereby have
been sold or deregistering all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of filing of such documents. Any statement contained herein or in any
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed to constitute a part of this Registration
Statement, except as so modified or superseded.
ITEM 4. DESCRIPTION OF SECURITIES.
Generally, the Common Units and the Subordinated Units represent limited
partner interests in the Partnership, which entitle the holders thereof to
participate in Partnership distributions and exercise the rights or privileges
available to limited partners under the Amended and Restated Agreement of
Limited Partnership of the Partnership, as amended (the "Partnership
Agreement"). The Common Units are listed and traded on the New York Stock
Exchange and constitute a class of securities registered under Section 12 of
the Securities Exchange Act of 1934. The Subordinated Units are not listed or
traded and are not so registered. Until such time as Subordinated Units are
converted into Common Units, all options granted under the EOTT Energy Corp.
1994 Unit Option Plan will be exercisable for Subordinated Units. Thereafter,
all such options will be exercisable for Common Units.
The Subordinated Units are a separate class of interests in the
Partnership, and their rights to participate in distributions to limited
partners differ from the rights of the holders of Common Units. For any given
quarter, Available Cash (as defined in the Partnership Agreement) will be
distributed to the General Partner and to the holders of Common Units, and it
may also be distributed to the holders of Subordinated Units or holders of
Additional Partnership Interests ("APIs"), if any, depending upon the amount of
Available Cash for the quarter, amounts distributed in prior quarters, whether
or not the Subordination Period (as defined in the Partnership Agreement) has
ended and other factors discussed below. The discussion below indicates the
percentages of cash distributions required to be made to the General Partner
and the Common Unitholders and the circumstances under which holders of
Subordinated Units and APIs, if any, are entitled to cash distributions and the
amounts thereof. In the following general discussion of how Available Cash is
distributed, references to Available Cash are references to Available Cash that
constitutes Cash from Operations (as defined in the Partnership Agreement).
The Partnership will make distributions to its partners with respect to
each calendar quarter prior to liquidation in an amount equal to 100% of its
Available Cash for such quarter. With respect to each quarter during the
Subordination Period (as defined in the Partnership Agreement), to the extent
there is sufficient Available Cash, the holders of the Common Units will have
the right to receive the Minimum Quarterly Distribution ($0.475 per), plus any
Common Unit Arrearages (as defined in the Partnership Agreement), prior to any
distribution of Available Cash to the holders of Subordinated Units. Common
Units will not accrue arrearages for any quarter after the Subordination
Period, and Subordinated Units will not accrue any arrearages with respect to
distributions for any quarter.
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<PAGE> 3
The Subordination Period extends until the first day of any quarter
following a period of four consecutive quarters with respect to which both of
the following tests are met: (a) the Minimum Quarterly Distribution has been
distributed on all Common Units and Subordinated Units outstanding as of the
record date with respect to each quarter during such period, and (b) during (i)
such four-quarter period in the aggregate and (ii) each of the last two quarters
of such four-quarter period, the amount of Adjusted Available Cash constituting
Cash from Operations (as defined below) with respect to each such period has
been equal to or greater than 110% of the amount that would have been sufficient
to distribute the Minimum Quarterly Distribution with respect to each such
period on all outstanding Units on a fully diluted basis (which for such purpose
will include all outstanding Units, Units issuable upon exercise of employee
options that have, as of the date of determination, already vested or are
scheduled to vest prior to the end of the quarter immediately following the
quarter with respect to which such determination is made and Units that have, as
of the date of determination, been earned by but not yet issued to management in
respect of incentive compensation), provided that, prior to the end of such four
quarter period, the Partnership shall have fully repaid any indebtedness for
borrowed money (other than indebtedness incurred in connection with
acquisitions, if any, indebtedness incurred to support working capital and
indebtedness up to $20 million incurred for certain capital expansions or
additions) incurred by it since the closing of the Partnership's initial public
offering in March 1994. Notwithstanding the foregoing, the Partnership
Agreement contains a provision that if the General Partner is removed other than
for cause, the Subordination Period will end. The Partnership Agreement also
provides that the Subordination Period will not end prior to March 31, 1997,
except in the event the General Partner is removed other than for cause. The
term "Adjusted Available Cash constituting Cash from Operations" means Available
Cash constituting Cash from Operations calculated without taking into
consideration cash attributable to net increases in borrowings, net decreases in
reserves and cash proceeds from the sale of APIs during the applicable period.
At any time and from time to time after the end of the Subordination
Period, any holder of Subordinated Units will have the option to convert all or
any portion of such Subordinated Units into Common Units on a one-for-one basis.
In addition, after the end of the Subordination Period the Subordinated Units,
whether or not converted, will be entitled to participate pro rata with all
outstanding Common Units in all cash distributions on Common Units.
Distributions by the Partnership of Available Cash constituting Cash from
Operations with respect to any quarter during the Subordination Period will be
made in the following manner:
first, 98% to the Common Unitholders, pro rata, and 2% to the General
Partner, until there has been distributed in respect of each Common Unit an
amount equal to the Minimum Quarterly Distribution for such quarter;
second, 98% to the Common Unitholders, pro rata, and 2% to the General
Partner, until there has been distributed in respect of each Common Unit an
amount equal to any cumulative Common Unit Arrearages (as defined in the
Partnership Agreement) on each Common Unit with respect to any prior quarter;
third, 98% to the Subordinated Unitholders, pro rata, and 2% to the General
Partner, until there has been distributed in respect of each Subordinated Unit
an amount equal to the Minimum Quarterly Distribution for such quarter;
fourth, 100% to the holders of APIs, pro rata, until there has been
distributed in respect of each API an amount necessary to redeem such API; and
thereafter, in the manner described in the Partnership Agreement, which
provides for higher sharing ratios to the General Partner in the event the
amount of Available Cash exceeds certain levels.
The above references to the 2% of Available Cash constituting Cash from
Operations distributed to the General Partner are references to the approximate
amount of the General Partner's combined percentage interest in the Partnership
and its subsidiary operating partnerships. The General Partner will have a 1%
general partner interest in each of such partnerships, and the actual amount
distributed will equal 1% of the Available Cash constituting Cash from
Operations from each such partnership.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
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<PAGE> 4
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Partnership was formed to acquire and operate substantially all of the
business and assets of EOTT Energy Corp. ("EOTT"). EOTT, the General Partner,
is a wholly owned subsidiary of Enron Corp. ("Enron"). The Restated Certificate
of Incorporation of Enron contains indemnification provisions that are
applicable to the directors and officers of the General Partner. These
provisions, as well as the applicable provisions of the Partnership Agreement
are set forth below.
The Partnership Agreement provides that the Partnership will indemnify the
General Partner, any Departing Partner and any Person who is or was an officer
or director of the General Partner or any Departing Partner, any person who is
or was an affiliate of the General Partner or any Departing Partner, any Person
who is or was an employee, partner, agent or trustee of the General Partner or
any Departing Partner or any affiliate of the General Partner or any Departing
Partner, or any Person who is or was serving at the request of the General
Partner or any affiliate of the General Partner or any Departing Partner as an
officer, director, employee, partner, agent, or trustee of another Person
("Indemnitees"), to the fullest extent permitted by law, from and against any
and all losses, claims, damages, liabilities (joint or several) expenses
(including, without limitation, legal fees and expenses), judgments, fines,
penalties, interest, settlements and other amounts arising from any and all
claims, demands, actions, suits or proceedings, whether civil, criminal,
administrative, or investigative, in which any Indemnitee may be involved, or
is threatened to be involved, as a party or otherwise, by reason of its status
as (i) the General Partner, Departing Partner or affiliate of either, (ii) an
officer, director, employee, partner, agent or trustee of the General Partner,
Departing Partner or affiliate of either or (iii) a person serving at the
request of the Partnership in another entity in a similar capacity, provided
that in each case the Indemnitee acted in good faith and in a manner which such
Indemnitee believed to be in or not opposed to the best interests of the
Partnership and, with respect to any criminal proceeding, had no reasonable
cause to believe its conduct was unlawful. Any indemnification under these
provisions will be only out of the assets of the Partnership, and the General
Partner shall not be personally liable for, or have any obligation to
contribute or loan funds or assets to the Partnership to enable it to
effectuate, such indemnification. The Partnership is authorized to purchase
(or to reimburse the General Partner or its affiliates for the cost of)
insurance against liabilities asserted against and expenses incurred by such
persons in connection with the Partnership's activities, whether or not the
Partnership would have the power to indemnify such person against such
liabilities under the provisions described above.
Article XVI of the Restated Certificate of Incorporation of Enron contains
the following provisions relating to indemnification of directors and officers:
"2. (A) Each person who was or is made a party or is threatened to be made
a party to or is involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative (hereinafter a "proceeding"), by
reason of the fact that he or she, or a person of whom he or she is the legal
representative, is or was a director or officer, of Enron or is or was serving
at the request of Enron as a director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust or other enterprise,
including service with respect to employee benefit plans, whether the basis of
such proceeding is alleged action in an official capacity as a director,
officer, employee or agent or in any other capacity while serving as a
director, officer, employee or agent, shall be indemnified and held harmless by
Enron to the fullest extent authorized by the Delaware General Corporation Law,
as the same exists or may hereafter be amended (but, in the case of any such
amendment, only to the extent that such amendment permits Enron to provide
broader indemnification rights than said law permitted Enron to provide prior
to such amendment), against all expense, liability and loss (including
attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts
paid or to be paid in settlement) reasonably incurred or suffered by such
person in connection therewith, and such indemnification shall continue as to a
person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of his or her heirs, executors and administrators;
provided, however, that, except as provided in paragraph (B) hereof, Enron
shall indemnify any such person seeking indemnification in connection with a
proceeding (or part thereof) initiated by such person only if such proceeding
(or part thereof) was authorized by the Board of Directors of Enron. The right
to indemnification conferred in this Section shall be a contract right and
shall include the right to be paid by Enron the expenses incurred in defending
any such proceeding in advance of its final disposition; provided, however,
that, if the Delaware General Corporation Law requires, the payment of such
expenses incurred by a director or officer in his or her capacity as a director
or officer (and not in any other capacity in which service was or is rendered
by such person while a director or officer, including, without limitation,
service to an employee benefit plan) in advance of the final disposition of the
proceeding, shall be made only upon delivery to Enron of an undertaking, by or
on behalf of such director or officer, to repay all amounts so advanced if it
shall ultimately be determined that such director or officer is not entitled to
be indemnified under this
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<PAGE> 5
Section or otherwise. Enron may, by action of its Board of Directors, provide
indemnification to employees and agents of Enron with the same scope and effect
as the foregoing indemnification of directors and officers.
(B) If a claim under paragraph (2)(A) of this Article XVI is not paid in
full by Enron within thirty days after a written claim has been received by
Enron, the claimant may at any time thereafter bring suit against Enron to
recover the unpaid amount of the claim and, if successful in whole or in part,
the claimant shall be entitled to be paid also the expense of prosecuting such
claim. It shall be a defense to any such action (other than an action brought
to enforce a claim for expenses incurred in defending any proceeding in advance
of its final disposition where the required undertaking, if any is required,
has been tendered to Enron) that the claimant has not met the standards of
conduct which make it permissible under the Delaware General Corporation Law
for Enron to indemnify the claimant for the amount claimed, but the burden of
proving such defense shall be on Enron. Neither the failure of Enron
(including its Board of Directors, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in the
Delaware General Corporation Law, nor an actual determination by Enron
(including its Board of Directors, independent legal counsel, or its
stockholders) that the claimant has not met such applicable standard of
conduct, shall be a defense to the action or create a presumption that the
claimant has not met the applicable standard of conduct.
(C) The right to indemnification and the payment of expenses incurred in
defending a proceeding in advance of its final disposition conferred in this
Section shall not be exclusive of any other right which any person may have or
hereafter acquire under any statute, provision of the Certificate of
Incorporation, by-law, agreement, vote of stockholders or disinterested
directors or otherwise.
(D) Enron may maintain insurance, at its expense, to protect itself and
any director, officer, employee or agent of Enron or another corporation,
partnership, joint venture, trust or other enterprise against any such expense,
liability or loss, whether or not Enron would have the power to indemnify such
person against such expense, liability or loss under the Delaware General
Corporation Law."
Section 145 of the Delaware General Corporation Law gives corporations the
power to indemnify officers and directors under certain circumstances.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Unless otherwise indicated below as being incorporated by reference to
another filing of the Partnership with the Commission, each of the following
exhibits is filed herewith:
3.1 Form of Partnership Agreement of EOTT Energy Partners, L.P.
(incorporated by reference to Exhibit 3.1 to Registration Statement,
File No. 33-73984).
3.2 Amendment No. 1 dated as of August 8, 1995, to the Amended and
Restated Agreement of Limited Partnership of EOTT Energy Partners,
L.P. (incorporated by reference to Exhibit 3.2 to Annual Report
on Form 10-K for the Year Ended December 31, 1995).
3.3 Amendment No. 2 dated as of July 16, 1996, to the Amended and
Restated Agreement of Limited Partnership of EOTT Energy Partners,
L.P. (incorporated by reference to Exhibit 3.3 to Quarterly Report
on Form 10-Q for the Quarter Ended June 30, 1996).
3.4 Amendment No. 3 dated as of February 13, 1997, to the Amended and
Restated Agreement of Limited Partnership of EOTT Energy Partners,
L.P. (incorporated by reference to Exhibit 3.4 to Annual Report
on Form 10-K for the Year Ended December 31, 1996).
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<PAGE> 6
5.1 Opinion of Vinson & Elkins L.L.P.
10.1 EOTT Energy Corp. 1994 Unit Option Plan and the related Option
Agreement (incorporated by reference to Exhibit 10.13 to
Registration Statement, File No. 33-73984).
10.2 Amendment dated as of February 13, 1997, to the EOTT Energy
Corp. 1994 Unit Option Plan (incorporated by reference to
Exhibit 10.18 to Annual Report on Form 10-K for the Year Ended
December 31, 1996).
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1).
24.1 Powers of Attorney (included on the signature page to this
Registration Statement).
UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(a) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(b) To reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or
the most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the information
set forth in this Registration Statement;
(c) To include any material information with respect to
the plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
provided, however, that paragraphs (1)(a) and (1)(b) do not apply if the
information required to be included in a post- effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for the purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d)
of the Exchange Act) that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(5) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or
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<PAGE> 7
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
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<PAGE> 8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on the 26th day of
March, 1997.
EOTT ENERGY PARTNERS, L.P.
(A Delaware Limited Partnership)
By: EOTT ENERGY CORP., as
General Partner
By: /s/ PHILIP J. HAWK
-----------------------------------------
Philip J. Hawk
Chief Executive Officer and President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Philip J. Hawk, his true and lawful
attorney-in-fact and agent, with full power of substitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration
Statement, and to file the same with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and ratifying and confirming all that
said attorney-in-fact and agent or his substitute or substitutes may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ PHILIP J. HAWK Director, Chief Executive Officer and March 26, 1997
- ----------------------------------- President
Philip J. Hawk (Principal Executive Officer)
/s/ STEPHEN A. APPELT Vice President, Chief Financial Officer March 26, 1997
- ----------------------------------- (Principal Financial and Accounting
Stephen A. Appelt Officer)
/s/ EDWARD O. GAYLORD Chairman of the Board and Director March 26, 1997
- -----------------------------------
Edward O. Gaylord
/s/ DEE S. OSBORNE Director March 26, 1997
- -----------------------------------
Dee S. Osborne
/s/ DANIEL P. WHITTY Director March 26, 1997
- -----------------------------------
Daniel P. Whitty
Director March 26, 1997
- -----------------------------------
Robert A. Belfer
/s/ JOHN H. DUNCAN Director March 26, 1997
- -----------------------------------
John H. Duncan
Director March 26, 1997
- -----------------------------------
Thomas E. White
/s/ KENNETH L. LAY Director March 26, 1997
- -----------------------------------
Kenneth L. Lay
</TABLE>
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<PAGE> 9
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT PAGE
- ------- ----
<S> <C> <C>
3.1 Form of Partnership Agreement of EOTT Energy Partners, L.P.
(incorporated by reference to Exhibit 3.1 to Registration Statement,
File No. 33-73984).
3.2 Amendment No. 1 dated as of August 8, 1995, to the Amended and
Restated Agreement of Limited Partnership of EOTT Energy Partners,
L.P. (incorporated by reference to Exhibit 3.2 to Annual Report
on Form 10-K for the Year Ended December 31, 1995).
3.3 Amendment No. 2 dated as of July 16, 1996, to the Amended and
Restated Agreement of Limited Partnership of EOTT Energy Partners,
L.P. (incorporated by reference to Exhibit 3.3 to Quarterly Report
on Form 10-Q for the Quarter Ended June 30, 1996).
3.4 Amendment No. 3 dated as of February 13, 1997, to the Amended and
Restated Agreement of Limited Partnership of EOTT Energy Partners,
L.P. (incorporated by reference to Exhibit 3.4 to Annual Report
on Form 10-K for the Year Ended December 31, 1996).
5.1 Opinion of Vinson & Elkins L.L.P.
10.1 EOTT Energy Corp. 1994 Unit Option Plan and the related Option
Agreement (incorporated by reference to Exhibit 10.13 to
Registration Statement, File No. 33-73984).
10.2 Amendment dated as of February 13, 1997, to the EOTT Energy
Corp. 1994 Unit Option Plan (incorporated by reference to
Exhibit 10.18 to Annual Report on Form 10-K for the Year Ended
December 31, 1996).
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1).
24.1 Powers of Attorney (included on the signature page to this
Registration Statement).
</TABLE>
<PAGE> 1
EXHIBIT 5.1
[VINSON & ELKINS LETTERHEAD]
March 26, 1997
EOTT Energy Partners, L.P.
1330 Post Oak Boulevard
Houston, Texas 77056
Ladies and Gentlemen:
We have acted as counsel to EOTT Energy Partners, L.P., a Delaware
limited partnership (the "Partnership"), in connection with the preparation of
the Partnership's Registration Statement on Form S-8 (the "Registration
Statement") relating to the proposed offer and sale by the Partnership of up to
an aggregate of 1,155,000 of the Partnership's Subordinated Units, which
includes 1,155,000 of Common Units issuable in lieu of Subordinated Units
following conversion of the Subordinated Units to Common Units, pursuant to the
EOTT Energy Corp. 1994 Unit Option Plan (the "Plan"). In such capacity, we are
passing on certain legal matters in connection with the registration of the
sale of the Subordinated Units and the Common Units. At your request, this
opinion is being furnished to you for filing as an exhibit to the Registration
Statement.
In connection with rendering this opinion, we have examined such
certificates, instruments and documents and reviewed such questions of law as
we have considered necessary or appropriate for the purposes of this opinion.
In addition, we have relied as to factual matters on certificates of certain
public officials and officers of the Partnership.
Based upon the foregoing examination and review, we are of the opinion
that the Subordinated Units and the Common Units have been duly authorized for
issuance and, when the Registration Statement has been declared effective and
the Subordinated Units and the Common Units are issued and paid for in
accordance with the provisions of the Plan, such Subordinated Units and Common
Units will be validly issued, fully paid and nonassessable, except as such
nonassessability may be affected by matters described under the caption "The
Partnership Agreement -- Limited Liability" in the Partnership's final
prospectus dated March 18, 1994, included in the Partnership's Registration
Statement on Form S-1 (File No. 33-73984), as filed with the Securities and
Exchange Commission; the issuance and listing thereof have been duly authorized
by all necessary partnership action on the part of the general partner of the
Partnership, and no action is required with respect thereto by the limited
partners of the Partnership.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, however, we do not hereby
admit that we are within the category of persons whose consent is required
under Section 7 of the Securities Act of 1933 and the rules and regulations of
the Securities and Exchange Commission thereunder.
Very truly yours,
VINSON & ELKINS L.L.P.
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated February 25, 1997
included in EOTT Energy Partners, L.P.'s Annual Report on Form 10-K for the
year ended December 31, 1996.
ARTHUR ANDERSEN LLP
Houston, Texas
March 24, 1997
