600 Travis, Suite 4200
Houston, Texas 77002
May 22, 2007
Cheniere Energy Partners, L.P.
700 Milam Street, Suite 800
Houston, Texas 77002
We have acted as special counsel to Cheniere Energy Partners, L.P., a Delaware limited partnership (the Partnership), in connection with the Registration Statement on Form S-8 (the Registration Statement) to be filed with the Securities and Exchange Commission (the SEC) in connection with the registration under the Securities Act of 1933, as amended (the Securities Act), of the offering and sale by the Partnership of up to 1,250,000 common units representing limited partner interests in the Partnership (the Common Units), for issuance under the Cheniere Energy Partners, L.P. Long-Term Incentive Plan (the Plan).
As the basis for the opinion hereinafter expressed, we have examined (i) originals, or copies certified or otherwise identified, of (a) the Plan, (b) the First Amended and Restated Agreement of Limited Partnership of the Partnership (the Partnership Agreement), (c) the Certificate of Limited Partnership of the Partnership, (d) certain records of the Partnership, (e) certificates of public officials and of officers or other representatives of the general partner of the Partnership, (f) certain resolutions of the board of directors of Cheniere Energy Partners GP, LLC, a Delaware limited liability company, on behalf of the Partnership, as the general partner thereof, and (g) such other instruments and documents as we have deemed necessary or advisable for the purposes of this opinion; and (ii) such statutes, including the Delaware Revised Uniform Limited Partnership Act (the Delaware Act) and regulations as we have deemed necessary or advisable for the purposes of this opinion. We have not independently verified any factual matter relating to this opinion.
In making our examination, we have assumed and have not verified that all signatures on documents examined by us are genuine, the authenticity of all documents submitted to us as originals and the conformity with the original documents of all documents submitted to us as certified, conformed or photostatic copies.
Based on the foregoing and on such legal considerations as we deem relevant, and subject to the qualifications and limitations set forth below, we are of the opinion that the Common Units have been duly authorized and, when issued in accordance with the Plan, will be validly issued, fully paid and non-assessable.
We express no opinion other than as to the federal laws of the United States of America and the Delaware Act (which is deemed to include the applicable provisions of the Delaware Constitution and reported judicial opinions interpreting those laws). For purposes of this opinion, we assume that the Common Units will be issued in compliance with all applicable state securities or Blue Sky laws.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC issued thereunder.
Our opinion is rendered as of the date hereof, and we assume no obligation to update or supplement our opinion to reflect any change of fact, circumstances or law after such time as the Registration Statement is declared effective.
|Very truly yours,
|/s/ Andrews Kurth LLP