Exhibit 5.1
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October 1, 2015 |
Ferrellgas Partners, L.P.
7500 College Boulevard, Suite 1000
Overland Park, Kansas 66210
Re: Ferrellgas Partners, L.P.
Registration Statement Form S-3
Ladies and Gentlemen:
We have acted as counsel to Ferrellgas Partners, L.P., a Delaware limited partnership (the “Partnership”), in connection with the registration, pursuant to a registration statement on Form S-3 (the “Registration Statement”), filed by the Partnership with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), relating to the offering and sale by certain selling unitholders of the Partnership named in the Registration Statement of up to 11,200,000 units (the “Secondary Common Units”) constituting common units representing limited partner interests in the Partnership (“Common Units”). The Secondary Common Units may be sold or delivered from time to time as set forth in the Registration Statement, any amendment thereto, the prospectus contained therein (the “Prospectus”) and supplements to the Prospectus pursuant to Rule 415 under the Act. This opinion is being furnished at the request of the Partnership and in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act.
We have examined originals or certified copies of the agreement of limited partnership of the Partnership as in effect on the date hereof (the “Partnership Agreement”) and such other partnership records of the Partnership and other certificates and documents of officials of the Partnership or its general partner and public officials and others as we have deemed appropriate for purposes of this letter. We have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, and the conformity to authentic original documents of all copies submitted to us as conformed, certified or reproduced copies. We have also assumed that, upon sale and delivery, (i) if constituting certificated Secondary Common Units, the certificates therefor will conform to the specimen thereof included as an exhibit to the Partnership Agreement and will have been duly countersigned by the transfer agent and duly registered by the registrar for the Common Units or (ii) if constituting uncertificated Secondary Common Units, valid book-entry notations for the issuance of such Secondary Common Units in uncertificated form will have been duly made in the register of Common Units of the Partnership and any other documents relating thereto as required by the Partnership Agreement will have been received. As to various questions of fact relevant to this letter, we have relied, without independent investigation, upon certificates of public officials and certificates of officers of the general partner of the Partnership, all of which we assume to be true, correct and complete.
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