RE: Contribution Agreement and Agreement and Plan of Merger, dated as of November 7, 2018Western Gas Equity Partners, LP • December 17th, 2018 • Natural gas transmission
We have acted as counsel for Western Gas Equity Partners, LP (“WGP”), a Delaware limited partnership, in connection with (i) the proposed merger (the “Merger”) of Clarity Merger Sub, LLC (“Merger Sub”), a Delaware limited liability company and a direct wholly owned subsidiary of WGP, with and into the Western Gas Partners, LP (“WES”), with WES surviving the Merger, as contemplated by the Contribution Agreement and Agreement and Plan of Merger, dated as of November 7, 2018, by and among Anadarko Petroleum Corporation, Anadarko E&P Onshore LLC, APC Midstream Holdings, LLC, WGP, Western Gas Equity Holdings, LLC, WES, Western Gas Holdings, LLC, Merger Sub, WGR Asset Holding Company LLC, WGR Operating, LP, Kerr-McGee Gathering LLC, Kerr-McGee Worldwide Corporation, and Delaware Basin Midstream, LLC (the “Merger Agreement”); and (ii) the preparation of a registration statement on Form S-4 (File No. 333- ) (as amended through the effective date thereof, the “Registration Statement”) filed wit
