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                                                                     EXHIBIT 5.1

  ATTORNEYS AT LAW

                                                      VINSON & ELKINS L.L.P.
                                                      2300 FIRST CITY TOWER
                                                      1001 FANNIN STREET
                                                      HOUSTON, TEXAS  77002-6760
                                                      TELEPHONE (713) 758-2222
                                                      FAX (713) 758-2346
                                                      www.velaw.com


                                November 15, 2002

Plains All American Pipeline, L.P.
333 Clay Street, Suite 1600
Houston, Texas  77002

Ladies and Gentlemen:

     We have acted as counsel for Plains All American Pipeline, L.P., a Delaware
limited partnership (the "Partnership"), PAA Finance Corp. ("PAA Finance" and
collectively with the Partnership, the "Issuers") and certain of its
subsidiaries with respect to with the preparation of the Registration Statement
on Form S-4 (the "Registration Statement") filed with the Securities and
Exchange Commission (the "Commission") in connection with the registration by
the Issuers under the Securities Act of 1933, as amended (the "Securities Act")
of (i) the offer and exchange by the Issuers (the "Exchange Offer") of
$200,000,000 aggregate principal amount of its 7 3/4% Senior Notes due 2012 (the
"Initial Notes"), for a new series of notes bearing substantially identical
terms and in like principal amount (the "Exchange Notes") and (ii) the
guarantees (the "Guarantees") of certain subsidiaries of the Issuers listed in
the Registration Statement as guarantors (the "Subsidiary Guarantors") of the
Initial Notes and the Exchange Notes. The Initial Notes and the Exchange Notes
are collectively referred to herein as the "Notes." The Initial Notes were
issued, and the Exchange Notes will be issued, under an Indenture dated as of
September 25, 2002 and supplemented by the First Supplemental Indenture dated
September 25, 2002 among the Issuers, the Subsidiary Guarantors and Wachovia
Bank, National Association, as Trustee (collectively, the "Indenture"). The
Exchange Offer will be conducted on such terms and conditions as are set forth
in the prospectus contained in the Registration Statement to which this opinion
is an exhibit.

     We have examined originals or copies, certified or otherwise identified to
our satisfaction, of (i) the Registration Statement, (ii) the Indenture and
(iii) such other certificates, statutes and other instruments and documents as
we considered appropriate for purposes of the opinions hereafter expressed. In
connection with this opinion, we have assumed that the Registration Statement,
and any amendments thereto (including post-effective amendments), will have
become effective and the Exchange Notes will be issued and sold in compliance
with applicable federal and state securities laws and in the manner described in
the Registration Statement.

     Based on the foregoing, we are of the opinion that:

          (a) When the Exchange Notes have been duly executed, authenticated,
     issued and delivered in accordance with the provisions of the Indenture,
     (i) such Exchange Notes will be legally issued and will constitute valid
     and binding obligations of the Issuers enforceable against the Issuers in
     accordance with their terms, and (ii) the Guarantees of the Subsidiary
     Guarantors remain valid and binding obligations of such subsidiaries,
     enforceable against the Issuers and each such Subsidiary Guarantor in
     accordance with their terms, except in each case as such enforcement is
     subject to any applicable bankruptcy, insolvency, reorganization or other
     law relating to or affecting creditors' rights generally and general
     principles of equity.

          (b) We hereby confirm that the discussion and the legal conclusions
     set forth in the Registration Statement under the heading "Federal Income
     Tax Considerations" are accurate and complete in all material respects and
     constitute our opinion, which is subject to the assumptions and
     qualifications set forth therein, as to the material tax consequences of
     the purchase, ownership and disposition of the disposition of the Initial
     Notes and Exchange Notes.

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     We express no opinions concerning (a) the validity or enforceability of any
provisions contained in the Indenture that purport to waive or not give effect
to rights to notices, defenses, subrogation or other rights or benefits that
cannot be effectively waived under applicable law; or (b) 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.

     The opinions expressed herein are limited exclusively to the federal laws
of the United States of America, the laws of the State of New York and the laws
of the State of Delaware, and we are expressing no opinion as to the effect of
the laws of any other jurisdiction, domestic or foreign.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our firm name in the prospectus forming
a part of the Registration Statement under the captions "Legal Matters" and
"Federal Income Tax Consequences." By giving such consent, we do not admit that
we are within the category of persons whose consent is required under Section 7
of the Securities Act or the rules and regulations of the Commission issued
thereunder.

                                                    Very truly yours,

                                                    /s/ Vinson & Elkins L.L.P.