FORM OF OPINION OF PARTNERSHIP COUNSEL. 1. Each of the Partnership Parties has been duly formed and is validly existing as a limited partnership or limited liability company, as applicable, and is in good standing under the laws of the State of Delaware and has full limited partnership or limited liability company power and authority, as applicable, necessary to own, lease and operate its properties and assets, to conduct its business as described in the Prospectus and to enter into and perform their obligations to be completed on or prior to the Closing Date or Option Closing Date (if any) under the Agreement (to the extent applicable), in each case in all material respects as described in the Agreement. Each of the Partnership Parties is duly qualified to transact business and is in good standing as a foreign limited partnership or foreign limited liability company in each jurisdiction set forth opposite its name on Annex A to this opinion.
FORM OF OPINION OF PARTNERSHIP COUNSEL. (1) Each of the Partnership Entities has been duly formed and is validly existing as a limited partnership or limited liability company, as the case may be, and is in good standing under the laws of the State of Delaware.
FORM OF OPINION OF PARTNERSHIP COUNSEL. 1. Each of the Partnership Parties has been duly formed and is validly existing as a limited partnership or limited liability company, as applicable, and is in good standing under the laws of the State of Delaware and has full limited partnership or limited liability company power and authority, as applicable, necessary to own, lease and operate its properties and assets, to conduct its business as described in the Prospectus and to enter into and perform their obligations to be completed on or prior to the Closing Date or Option Closing Date (if any) under the Underwriting Agreement (to the extent applicable), in each case in all material respects as described in the Underwriting Agreement. Each of the Partnership Parties is duly qualified to transact business and is in good standing as a foreign limited partnership or foreign limited liability company in each jurisdiction set forth opposite its name on Annex I to this opinion.
FORM OF OPINION OF PARTNERSHIP COUNSEL. (a) Each of the Antero Entities has been duly formed and each of the Antero Entities is validly existing and in good standing under the laws of the State of Delaware, with all limited liability company or limited partnership, as the case may be, power and authority necessary to conduct its business as described in the Prospectus.
FORM OF OPINION OF PARTNERSHIP COUNSEL. (1) The Partnership is validly existing as a limited partnership under the laws of the State of Delaware and is in good standing under the laws of the State of Delaware. The General Partner and each Significant Subsidiary is validly existing as a limited liability company under the laws of the State of Delaware and is in good standing under the laws of the State of Delaware.
FORM OF OPINION OF PARTNERSHIP COUNSEL. To each of the Initial Purchasers named in the Purchase Agreement referenced herein c/o Barclays Capital Inc. 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: 7.50% Senior Notes due 2023 issued by NGL Energy Partners LP and NGL Energy Finance Corp. Ladies and Gentlemen: We have acted as special counsel to NGL Energy Partners LP, a Delaware limited partnership (the “Partnership”), and NGL Energy Finance Corp., a Delaware corporation (the “Co-Issuer”), in connection with the Purchase Agreement dated October 19, 2016 (the “Purchase Agreement”) among (i) the Partnership, (ii) the Co-Issuer, (iii) the subsidiaries of the Partnership named therein as parties thereto, and (iv) Barclays Capital Inc., as representative of the several initial purchasers named therein (collectively, the “Initial Purchasers”), relating to the sale by the Partnership and the Co-Issuer to the Initial Purchasers of $700,000,000 aggregate principal amount of 7.50% Senior Notes due 2023 (the “Initial Securities”) issued jointly by the Partnership and the Co-Issuer. The Initial Securities are being issued under an Indenture dated as of October 24, 2016 (the “Indenture”) among the Partnership, the Co-Issuer, the subsidiaries of the Partnership named therein as parties thereto and as guarantors of the Initial Securities (collectively, the “Guarantors”) and U.S. Bank National Association, as trustee (the “Trustee”). The Partnership and the Co-Issuer are referred to collectively herein as the “Issuers.” The Issuers and the Guarantors are referred to collectively herein as the “Obligors.” The Obligors and the Initial Purchasers have entered into a Registration Rights Agreement dated as of October 24, 2016 (the “Registration Rights Agreement”), pursuant to which the Obligors have agreed to file, under certain conditions, with the Securities and Exchange Commission (the “SEC”), a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), with respect to an offer (the “Exchange Offer”) by the Obligors to the holders of the Initial Securities to issue and deliver to such holders, in exchange for their Initial Securities, a like principal amount of new debt securities (the “Exchange Securities”) identical to the Initial Securities in all material respects, except that the Exchange Securities will not (except in specified circumstances) be subject to restrictions on transfer. We are furnishing this opinion letter to you pursuant to Section 5(f) of the Purchase Agreement...
FORM OF OPINION OF PARTNERSHIP COUNSEL. 1. Each of the Legacy Parties has been duly formed, and is validly existing as a limited partnership or limited liability company, as applicable, in good standing under the laws of the State of Delaware. Each of the Legacy Parties has the partnership or limited liability company power and authority, as applicable, necessary to own, lease and operate their respective properties and to conduct their respective businesses as described in the Registration Statement, the Disclosure Package and the Prospectus and to enter into and perform its obligations under the Underwriting Agreement. Each of the Legacy Parties is duly registered or qualified as a foreign partnership or limited liability company, as applicable, to transact business and each of the Legacy Parties is in good standing in each jurisdiction set forth opposite its name on Schedule III to the Underwriting Agreement.
FORM OF OPINION OF PARTNERSHIP COUNSEL. For purposes of this exhibit, the following terms shall have the meanings provided below:
FORM OF OPINION OF PARTNERSHIP COUNSEL. 1. (a) The General Partner is validly existing as a limited liability company and is in good standing under the laws of the State of Delaware.
FORM OF OPINION OF PARTNERSHIP COUNSEL. 1. Each of the Partnership Parties has been duly formed and is validly existing as a limited partnership or limited liability company, as applicable, and is in good standing under the laws of the State of Delaware and has full limited partnership or limited liability company power and authority, as applicable, necessary to own, lease and operate its properties and assets, to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and to enter into and perform their obligations to be completed on or prior to the Closing Date or Option Closing Date (if any) under the Underwriting Agreement (to the extent applicable), in each case in all material respects as described in the Underwriting Agreement. Each of the Partnership Parties is duly qualified to transact business and is in good standing as a foreign limited partnership or foreign limited liability company in each jurisdiction set forth opposite its name on Annex I to this opinion.
