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Page 2 - Relevant Time

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



September 22, 2017

Page 2


In arriving at the opinions expressed below, we have examined originals, or copies certified or otherwise identified to our satisfaction as being true and complete copies of the originals, of the Senior Base Indenture, the form of Subordinated Base Indenture, forms of the Debt Securities and of such documents, records, certificates of officers of the Partnership Parties and of public officials and other instruments as we have deemed necessary or advisable to enable us to render these opinions. In our examination, we have assumed the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies. As to any facts material to these opinions, we have relied to the extent we deemed appropriate and without independent investigation upon statements and representations of officers and other representatives of the Partnership Parties and others.


We have assumed without independent investigation that:


(i)          at the time any Securities are sold pursuant to the Registration Statement (the “Relevant Time”), the Registration Statement and any supplements and amendments thereto (including post-effective amendments) will be effective and will comply with all applicable laws;


(ii)         at the Relevant Time, a prospectus supplement will have been prepared and filed with the Commission describing the Securities offered thereby and all related documentation and will comply with all applicable laws;


(iii)        all Securities will be issued and sold in the manner stated in the Registration Statement and the applicable prospectus supplement;


(iv)        at the Relevant Time, all action required to be taken by the Partnership Parties to duly authorize each proposed issuance of Securities and any related documentation (including the execution (in the case of certificated Securities), delivery and performance of the Securities and any related documentation referred to in clause (v) below) shall have been duly completed and shall remain in full force and effect;


(v)         in the case of Debt Securities, at the Relevant Time, the relevant Base Indenture shall have been duly executed and delivered by the Partnership and all other parties thereto and duly qualified under the Trust Indenture Act of 1939, as amended;


(vi)        at the Relevant Time, a definitive purchase, underwriting or similar agreement and any other necessary agreement with respect to any Securities offered or issued will have been duly authorized by all necessary action of the Partnership Parties and duly executed and delivered by the Partnership and the other parties thereto.


Based on the foregoing and in reliance thereon, and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that:


1.          With respect to any Debt Securities, when:


a.the terms and conditions of such Debt Securities have been duly established by supplemental indenture or officers’ certificate in accordance with the terms and conditions of the relevant Base Indenture,