INTERNAL LAWS OF THE STATE OF NEW YORK WHICH ACTION IS PREDICATED
SOLELY UPON CIVIL LIABILITY, SUBJECT TO CERTAIN EXCEPTIONS SET FORTH IN SUCH
OPINION.
(VII)
NO PERMIT, CONSENT, APPROVAL, AUTHORIZATION,
ORDER, REGISTRATION, FILING OR QUALIFICATION OF OR WITH ANY COURT, GOVERNMENTAL
AGENCY OR BODY OF THE FEDERAL GOVERNMENT OF CANADA OR THE PROVINCE OF ALBERTA IS
REQUIRED FOR THE OFFERING, ISSUANCE AND SALE BY THE ISSUERS OF THE SECURITIES,
THE ISSUANCE OF THE EXCHANGE SECURITIES, OR THE EXECUTION, DELIVERY AND
PERFORMANCE OF THE INDENTURE BY THE PLAINS PARTIES.
(VIII)
THE PMC LP PARTNERSHIP AGREEMENT HAS BEEN DULY
AUTHORIZED, EXECUTED AND DELIVERED BY PMC NS AND IS A VALID AND LEGALLY BINDING
AGREEMENT OF PMC NS AND PLAINS MARKETING ENFORCEABLE AGAINST EACH OF THEM IN
ACCORDANCE WITH ITS TERMS; PROVIDED THAT, WITH RESPECT TO SUCH AGREEMENT, THE
ENFORCEABILITY THEREOF MAY BE LIMITED BY (A) APPLICABLE BANKRUPTCY, INSOLVENCY,
FRAUDULENT TRANSFER, REORGANIZATION, MORATORIUM OR SIMILAR LAWS FROM TIME TO
TIME IN EFFECT AFFECTING CREDITORS' RIGHTS AND REMEDIES GENERALLY AND BY GENERAL
PRINCIPLES OF EQUITY (REGARDLESS OF WHETHER SUCH PRINCIPLES ARE CONSIDERED IN A
PROCEEDING IN EQUITY OR AT LAW) AND (B) PUBLIC POLICY, APPLICABLE LAW RELATING
TO FIDUCIARY DUTIES AND INDEMNIFICATION AND AN IMPLIED COVENANT OF GOOD FAITH
AND FAIR DEALING.
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(IX)
NONE OF THE OFFERING, ISSUANCE AND SALE BY
THE ISSUERS OF THE SECURITIES, THE ISSUANCE OF THE EXCHANGE SECURITIES, THE
EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT BY THE PLAINS PARTIES, THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY, THE EXECUTION, DELIVERY
AND PERFORMANCE OF THE INDENTURE AND THE REGISTRATION RIGHTS AGREEMENT BY THE
PLAINS PARTIES WHICH ARE PARTIES THERETO OR THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED THEREBY CONSTITUTES OR WILL CONSTITUTE A VIOLATION OF THE
ORGANIZATIONAL DOCUMENTS OF THE CANADIAN SUBSIDIARIES.
(X)
TO THE KNOWLEDGE OF SUCH COUNSEL, EACH OF
PMC LP AND PMC NS HAS SUCH PERMITS, CONSENTS, LICENSES, FRANCHISES AND
AUTHORIZATIONS ("PERMITS") ISSUED BY THE APPROPRIATE FEDERAL OR PROVINCIAL OR
REGULATORY AUTHORITIES AS ARE NECESSARY TO OWN OR LEASE ITS PROPERTIES AND TO
CONDUCT ITS BUSINESS AS CURRENTLY CONDUCTED AND AS PROPOSED IN THE OFFERING
MEMORANDUM TO BE CONDUCTED, SUBJECT TO SUCH QUALIFICATIONS AS MAY BE SET FORTH
IN THE OFFERING MEMORANDUM, AND EXCEPT FOR SUCH PERMITS, CONSENTS, LICENSES,
FRANCHISES AND AUTHORIZATIONS WHICH, IF NOT OBTAINED WOULD NOT REASONABLY BE
EXPECTED TO HAVE, INDIVIDUALLY OR IN THE AGGREGATE, A MATERIAL ADVERSE EFFECT
UPON THE OPERATIONS CONDUCTED BY PMC LP AND PMC NS TAKEN AS A WHOLE.
In rendering such opinion, such counsel may (A) rely in respect of matters of
fact upon certificates of officers and employees of the Plains Parties and upon
information obtained from public officials, (B) assume that all documents
submitted to them as originals are authentic, that all copies submitted to them
conform to the originals thereof, and that the signatures on all documents
examined by them are genuine, (C) state that such opinions are limited to
federal laws of Canada and the laws of the Provinces of Alberta and Nova Scotia,