excepting therefrom municipal and local ordinances and regulations and (D) state
that they express no opinion with respect to state or local taxes or tax
statutes to which any of the limited partners of the Partnership or any of the
Plains Parties may be subject.
In rendering such opinion, such counsel shall state that (A) Vinson & Elkins
L.L.P. is thereby authorized to rely upon such opinion letter in connection with
the transactions contemplated by this Agreement as if such opinion letter were
addressed and delivered to them on the date thereof and (B) subject to the
foregoing, such opinion letter may be relied upon only by the Initial Purchasers
and their counsel in connection with the transactions contemplated by this
Agreement and no other use or distribution of this opinion letter may be made
without such counsel's prior written consent.
(E)
THE INITIAL PURCHASERS SHALL HAVE RECEIVED
ON THE CLOSING DATE AN OPINION OF BAKER BOTTS L.L.P., COUNSEL FOR THE INITIAL
PURCHASERS, DATED THE CLOSING DATE AND ADDRESSED TO THE INITIAL PURCHASERS, WITH
RESPECT TO THE ISSUANCE AND SALE OF THE SECURITIES, THE ISSUANCE OF THE EXCHANGE
SECURITIES, THE INDENTURE, THE REGISTRATION RIGHTS AGREEMENT, THE OFFERING
MEMORANDUM AND OTHER RELATED MATTERS THE INITIAL PURCHASERS MAY REASONABLY
REQUIRE.
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(F)
THE INITIAL PURCHASERS SHALL HAVE
RECEIVED LETTERS ADDRESSED TO THE INITIAL PURCHASERS, DATED, RESPECTIVELY, THE
DATE OF THIS AGREEMENT, THE TIME OF PURCHASE AND THE CLOSING DATE FROM
PRICEWATERHOUSECOOPERS LLP, INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS, IN FORM
AND SUBSTANCE SATISFACTORY TO THE INITIAL PURCHASERS, CONTAINING STATEMENTS AND
INFORMATION OF THE TYPE ORDINARILY INCLUDED IN ACCOUNTANTS' "COMFORT LETTERS" TO
INITIAL PURCHASERS, DELIVERED ACCORDING TO STATEMENT OF AUDITING STANDARDS NOS.
72, 76 AND 100 (OR ANY SUCCESSOR BULLETINS), WITH RESPECT TO THE AUDITED AND
UNAUDITED FINANCIAL STATEMENTS AND CERTAIN FINANCIAL INFORMATION CONTAINED OR
INCORPORATED BY REFERENCE IN THE PRELIMINARY OFFERING MEMORANDUM, THE PRICING
SUPPLEMENT AND THE FINAL OFFERING MEMORANDUM.
(G)
THE PLAINS PARTIES SHALL NOT HAVE FAILED AT
OR PRIOR TO THE CLOSING DATE TO HAVE PERFORMED OR COMPLIED IN ALL MATERIAL
RESPECTS WITH ANY OF THEIR AGREEMENTS HEREIN CONTAINED AND REQUIRED TO BE
PERFORMED OR COMPLIED WITH BY THEM HEREUNDER AT OR PRIOR TO THE CLOSING DATE.
(H)
THE PLAINS PARTIES SHALL HAVE FURNISHED OR
CAUSED TO BE FURNISHED TO YOU SUCH FURTHER CERTIFICATES AND DOCUMENTS AS YOU
SHALL HAVE REASONABLY REQUESTED.
(I)
THERE SHALL HAVE BEEN FURNISHED TO YOU
AT THE CLOSING DATE A CERTIFICATE REASONABLY SATISFACTORY TO YOU, SIGNED ON
BEHALF OF THE PARTNERSHIP BY THE PRESIDENT OR ANY VICE PRESIDENT AND THE CHIEF
FINANCIAL OFFICER OR CHIEF ACCOUNTING OFFICER OF GP LLC TO THE EFFECT THAT:
(A)
THE REPRESENTATIONS AND WARRANTIES OF EACH OF THE PARTNERSHIP, THE GENERAL
PARTNER AND GP LLC CONTAINED IN THIS AGREEMENT WERE TRUE AND CORRECT AT AND AS
OF THE EXECUTION TIME AND ARE TRUE AND CORRECT AT AND AS OF THE CLOSING DATE AS
THOUGH MADE AT AND AS OF THE CLOSING DATE; (B) EACH OF THE PARTNERSHIP, THE
GENERAL PARTNER AND