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Page 3 - Delaware LLC Act

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


 

 

September 22, 2017

Page 3

 

b.any such supplemental indenture has been duly executed and delivered by the Partnership and the relevant trustee (together with the relevant Base Indenture, the “Indenture”), and

 

c.such Debt Securities have been executed (in the case of certificated Debt Securities), delivered and authenticated in accordance with the terms of the applicable Indenture and issued and sold for the consideration set forth in the applicable definitive purchase, underwriting or similar agreement,

 

such Debt Securities will be legal, valid and binding obligations of the Partnership, enforceable against the Partnership in accordance with their respective terms.

 

2.          With respect to any Units, when the Units have been duly executed (in the case of certificated Units) and delivered in accordance with the applicable definitive purchase, underwriting or similar agreement for the consideration provided for therein, such Units will be validly issued, and purchasers of the Units will have no obligation to make payments to the Partnership or its creditors (other than the purchase price for the Units) or contributions to the Partnership or its creditors solely by reason of the purchasers’ ownership of the Units.

 

The opinions expressed above are subject to the following exceptions, qualifications, limitations and assumptions:

 

A.          We render no opinion herein as to matters involving the laws of any jurisdiction other than the State of New York, and to the extent relevant for our opinions herein, the Delaware Limited Liability Company Act (the “Delaware LLC Act”) and the Delaware Revised Uniform Limited Partnership Act (the “Delaware LP Act”). This opinion is limited to the effect of the current state of the laws of the State of New York and the Delaware LP Act and the Delaware LLC Act and the facts as they currently exist. We assume no obligation to revise or supplement this opinion in the event of future changes in such laws or the interpretations thereof or such facts.

 

B.          The opinions above with respect to the Indenture and the Debt Securities (collectively, the “Documents”) are each subject to (i) the effect of any bankruptcy, insolvency, reorganization, moratorium, arrangement or similar laws affecting the rights and remedies of creditors’ generally, including without limitation the effect of statutory or other laws regarding fraudulent transfers or preferential transfers and (ii) general principles of equity, including without limitation concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance, injunctive relief or other equitable remedies regardless of whether enforceability is considered in a proceeding in equity or at law.