September 9, 2019
For the purposes of the opinion expressed herein, we have assumed that (i) the Trustee
has authorized, executed and delivered the Indenture, (ii) the Notes have been duly authenticated by the Trustee in accordance with the terms of the Indenture and (iii) the Indenture is the valid, binding and enforceable obligation of the
The opinion expressed herein is limited by (i) bankruptcy, insolvency, reorganization, fraudulent transfer and fraudulent
conveyance, voidable preference, moratorium or other similar laws and related regulations and judicial doctrines from time to time in effect relating to or affecting creditors rights generally and (ii) general equitable principles and
public policy considerations, whether such principles and considerations are considered in a proceeding at law or at equity.
As to facts
material to the opinion and assumptions expressed herein, we have relied upon oral or written statements and representations of the officers and other representatives of the General Partner and others.
The opinion expressed herein is limited to the Delaware Revised Uniform Limited Partnership Act and the laws of the State of New York, in each
case as currently in effect, and we express no opinion as to the effect of the laws of any other jurisdiction.
We hereby consent to the
filing of this opinion as Exhibit 5.1 to the Current Report on Form 8-K dated the date hereof filed by the Partnership and incorporated by reference into the Registration Statement on Form S-3 (Registration No. 333-220267) (the Registration Statement), filed by the Partnership to effect the registration of the Notes under the
Securities Act of 1933 (the Act) and to the reference to Jones Day under the caption Legal Matters in the prospectus constituting a part of such Registration Statement. In giving such consent, we do not thereby
admit that we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
|Very truly yours,|
|/s/ Jones Day|