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th
  Partnership Registration Statement Commission Securities
Act
 (1)
    
    common units representing limited partner interests in the Partnership (the
Common Units); and(2)
    
    debt securities, which may be co-issued by DCP Midstream Partners Finance
Corp., a Delaware corporation (DCP Partners Finance), in one or more series,
consisting of notes, debentures or other evidences of indebtedness (the Debt
Securities).
 Prospectus
 Senior Indenture Subordinated Indenture Indentures
 Vinson & Elkins LLP Attorneys at Law
    
    First City Tower, 1001 Fannin Street, Suite 2500Austin Beijing Dallas Dubai Hong Kong Houston
    
    Houston, TX 77002-6760London Moscow New York Shanghai Tokyo Washington
    
    Tel713.758.2222 Fax713.758.2346 www.velaw.com




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(i)
    
    the Registration Statement, and any amendments thereto (including post-effective
amendments), will have become effective;(ii)
    
    a Prospectus Supplement will have been prepared and filed with the Commission
describing the Securities offered thereby;(iii)
    
    all Securities will be issued and sold in compliance with applicable federal
and state securities laws and in the manner stated in the Registration Statement and
the appropriate Prospectus Supplement; and(iv)
    
    a definitive purchase, underwriting or similar agreement with respect to any
Securities offered will have been duly authorized and validly executed and delivered
by the Partnership and the other parties thereto.
  (1)
    
    With respect to the Common Units, when (i) the Partnership has taken all
necessary action to approve the issuance of such Common Units, the terms of the
offering thereof and related matters and (ii) the Common Units have been issued and
delivered in accordance with the terms of the applicable definitive purchase,
underwriting or similar agreement approved by the Partnership upon payment of the
consideration thereof or provided for therein, then the Common Units will be validly
issued, fully paid and non-assessable.(2)
    
    With respect to the Debt Securities, when (i) the Indentures
have been duly qualified under the Trust Indenture Act of 1939, as amended; (ii) the
Partnership and DCP Partners Finance, as applicable,
have taken all necessary action to approve the issuance and terms of such Debt
Securities, the terms of the offering thereof and related matters;
and (iii) such Debt Securities have been duly executed,
authenticated, issued and delivered in accordance with the provisions of the
applicable Indenture and the applicable definitive purchase, underwriting or similar
agreement approved by the Partnership and DCP Partners Finance, as applicable, upon payment of the consideration thereof or provided for
therein, such Debt Securities will be legally issued and will
constitute valid and legally binding obligations of the Partnership
and DCP Partners
Finance, as applicable, enforceable against the
Partnership and DCP Partners Finance, as applicable, in
accordance with their terms, except as such enforcement may be subject to any
applicable bankruptcy, insolvency, reorganization, fraudulent




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conveyance or other law relating to or affecting creditors rights generally and
general principles of equity.
  (1)
    
    We have assumed, without independent verification, that the certificates for the
Common Units will conform to the specimens thereof examined by us and will have been
duly countersigned by a transfer agent and duly registered by a registrar of the
Common Units.(2)
    
    We have assumed that (i) each document submitted to us for review is accurate
and complete, each such document that is an original is authentic, each such
document that is a copy conforms to an authentic original and all signatures on each
such document are genuine and (ii) each certificate from governmental officials
reviewed by us is accurate, complete and authentic, and all official public records
are accurate and complete.(3)
    
    We express no opinions concerning (i) the validity or enforceability of any
provisions contained in the Indentures that purport to waive or not give effect to
the rights to notices, defenses, subrogation or other rights or benefits that cannot
be effectively waived under applicable law; or (ii) the enforceability of
indemnification provisions to the extent they purport to relate to liabilities
resulting from or based upon negligence or any violation of federal or state
securities or blue sky laws.(4)
    
    This opinion is limited in all respects to the federal laws of the United States
of America, the Delaware Revised Uniform Limited Partnership Act, the Delaware
General Corporation Law, the Constitution of the State of Delaware, as interpreted
by the courts of the State of Delaware, and the laws of the State of New York.