Exhibit 5.1
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Energy Transfer LP
8111 Westchester Drive, Suite 600
Dallas, Texas 75225
Re: Registration Statement on Form S-3; Sale of up to 296,389,489 common units representing limited partner interests
Ladies and Gentlemen:
We have acted as special counsel to Energy Transfer LP, a Delaware limited partnership (the “Partnership”), in connection with the resale from time to time by the selling unitholders named in the Registration Statement (as defined below) of up to 296,389,489 common units representing limited partner interests in the Partnership (the “Common Units”). The Common Units are included in a registration statement on Form S-3 under the Securities Act of 1933, as amended (the “Act”), filed by the Partnership with the Securities and Exchange Commission (the “Commission”) on December 3, 2021 (the “Registration Statement”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related prospectus (the “Prospectus”) contained therein, other than as expressly stated herein with respect to the issue of the Common Units.
As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the general partner of the Partnership and others as to factual matters without having independently verified such factual matters. We are opining herein as to the Delaware Revised Uniform Limited Partnership Act (the “Delaware LP Act”), and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or, in the case of Delaware, any other laws, or as to any matters of municipal law or the laws of any local agencies within any state.