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Page 1 - Exhibit 5.1

SPECTRA ENERGY PARTNERS, LP filed this Form S-3ASR on 9/22/2017


 

Exhibit 5.1

 

 

September 22, 2017

 

Spectra Energy Partners, LP
5400 Westheimer Court
Houston, Texas 77056

 

Re:Spectra Energy Partners, LP
Registration Statement on Form S-3

 

Ladies and Gentlemen:

 

We have acted as counsel to Spectra Energy Partners, LP, a Delaware limited partnership (the “Partnership”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-3 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration under the Securities Act and the proposed issuance and sale from time to time pursuant to Rule 415 under the Securities Act, together or separately and in one or more series (if applicable) of:

 

(i)          the Company’s unsecured debt securities, which may either be senior debt securities (“Senior Debt Securities”) or subordinated debt securities (“Subordinated Debt Securities,” and collectively with the Senior Debt Securities, the “Debt Securities”); and

 

(ii)         the Partnership’s common units representing limited partner interests in the Partnership (the “Units”).

 

The Debt Securities and Units are collectively referred to herein as the “Securities.” The Partnership, Spectra Energy Partners (DE) GP, LP, a Delaware limited partnership and the general partner of the Partnership, and Spectra Energy GP, LLC, a Delaware limited liability company and the general partner of Spectra Energy Partners (DE) GP, LP, are collectively referred to herein as the “Partnership Parties.” The Senior Debt Securities are to be issued under an indenture entered into between the Partnership and Wells Fargo Bank, National Association (the “Trust Company”), as indenture trustee (the “Senior Base Indenture”). The Subordinated Debt Securities are to be issued under an indenture to be entered into between the Partnership and Trust Company, as indenture trustee (the “Subordinated Base Indenture,” and together with the Senior Base Indenture, the “Base Indentures”).