<PAGE> 1
EXHIBIT 5.1
[VINSON & ELKINS LETTERHEAD]
September 26, 2000
EOTT Energy Partners, L.P.
1330 Post Oak Boulevard
Houston, Texas 77056
Ladies and Gentlemen:
We have acted as counsel for EOTT Energy Partners, L.P., a Delaware
limited partnership (the "Partnership"), with respect to certain legal matters
in connection with the registration by the Partnership under the Securities Act
of 1933, as amended (the "Securities Act"), of the offer and sale by the Koch
Pipeline Co., L.P. ("Koch") from time to time, pursuant to Rule 415 under the
Securities Act, of 1,700,000 units representing common limited partner interests
in the Partnership (the "Common Units"). The Common Units will be offered in
amounts, at prices and on terms to be determined in light of market conditions
at the time of sale and to be set forth in supplements to the Prospectus
contained in the Partnership's Registration Statement on Form S-1 to which this
opinion is an exhibit.
Before rendering our opinions hereinafter set forth, we examined such
certificates, instruments and documents, including the Amended and Restated
Agreement of Limited Partnership of the Partnership, a form of which has been
filed as an exhibit to the Registration Statement (the "Partnership Agreement"),
the Certificate of Limited Partnership of EOTT Energy Partners, L.P. (the
"Certificate") filed with the Secretary of State of Delaware pursuant to the
Delaware Revised Uniform Limited Partnership Act in connection with the
formation of the Partnership, and we reviewed such questions of law, as we
considered appropriate.
Based upon the foregoing examination and review, we are 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;
and
2. All of the Common Units offered by means of the Registration
Statement have been duly authorized by the Partnership Agreement and have been
legally issued and are fully paid and non-assessable, except as such
non-accessibility may be affected by 17-607 of the Delaware Revised Uniform
Limited Partnership Act.
The opinions expressed herein are qualified in the following respects:
1. We have assumed, without independent verification, that the
certificates for the Common Units conform to the specimens thereof examined by
us and have been duly countersigned by a transfer agent and duly registered by a
registrar of the Common Units.
1
<PAGE> 2
2. We have assumed that (i) each document submitted to us for review
is accurate and complete, each such document that is an original is authentic,
each such document that is a copy conforms to an authentic original and all
signatures on each such document are genuine, and (ii) each certificate from
governmental officials reviewed by us is accurate, complete and authentic, and
all official public records are accurate and complete.
3. This opinion is limited in all respects to federal laws and the
Delaware Revised Uniform Limited Partnership Act.
We are rendering this opinion as of the time the Registration Statement
becomes effective. We hereby consent to the use of our name in the Registration
Statement and to the filing of this opinion as an exhibit to the Registration
Statement. This consent does not constitute an admission that we are "experts"
within the meaning of such term as used in the Securities Act of 1933.
/s/ VINSON & ELKINS L.L.P.
