As filed with the Securities and Exchange Commission on December 31, 2013

Registration No. 333-           

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

PLAINS ALL AMERICAN PIPELINE, L.P.

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware

(State or Other Jurisdiction of

Incorporation or Organization)

 

76-0582150

(I.R.S. Employer

Identification No.)

 

333 Clay Street, Suite 1600

Houston, Texas 77002

(Address of Principal Executive Offices, Including Zip Code)

 

 

PLAINS ALL AMERICAN PNG SUCCESSOR LONG-TERM INCENTIVE PLAN

(Full Title of the Plan)

 

Richard McGee

Executive Vice President

333 Clay Street, Suite 1600

Houston, Texas 77002

(713) 646-4100

(Name, Address and Telephone Number of Agent For Service)

 

copy to:

 

David P. Oelman

D. Alan Beck, Jr.

Vinson & Elkins L.L.P.

1001 Fannin Street, Suite 2500

Houston, Texas 77002

(713) 758-2222

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

 

Large accelerated filer

x

Accelerated filer

o

Non-accelerated filer

o

Smaller Reporting Company

o

 

CALCULATION OF REGISTRATION FEE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Title of securities
to be registered

 

 

Amount to be
Registered  (1)

 

 

Proposed
maximum offering
price per unit

 

 

Proposed
maximum
aggregate
offering price

 

 

Amount of
registration fee

 

Common Units, representing limited partner interests

 

 

1,319,980 units

(2)

 

$

51.17

(3)

 

$

67,543,376.60

(3)

 

$

8,699.59

 

 

(1)               Pursuant to Rule 416(a) under the of Securities Act of 1933 (the “Securities Act”), this Registration Statement shall also cover any additional common units (“Common Units”) of Plains All American Pipeline, L.P. (the “Partnership” or the “Registrant”) that may become issuable under the Plains All American PNG Successor Long-Term Incentive Plan (the “Plan”), by reason of any unit dividend, unit split, recapitalization or any other similar transaction effected without the receipt of consideration that results in an increase in the number of the Registrant’s outstanding Common Units.

 

(2)               Represents the number of Common Units issuable pursuant to the Plan, which is being adopted, assumed and amended by the Registrant in connection with an agreement and plan of merger dated October 21, 2013 by and among the Registrant, PAA Natural Gas Storage, L.P. (“PNG”), PAA Acquisition Company LLC (“MergerCo”) and PNGS GP LLC, whereby MergerCo merged with and into PNG with PNG surviving as an indirect wholly-owned subsidiary of the Partnership (the “Merger”). The Merger closed on December 31, 2013. On June 11, 2010, 3,000,000 common units of PNG were registered by PNG on Form S-8 (File No. 333-167476) (the “PNG S-8”) with respect to a prior version of the Plan (prior to its assumption, adoption and amendment by the Registrant, the “Prior Plan”). The Common Units registered hereby represent the unissued units under the Prior Plan after applying the exchange ratio of 0.445 set forth in the merger agreement relating to the Merger. Of the 1,319,980 Common Units registered hereby, 446,524 Common Units are subject to outstanding awards originally made by PNG under the Prior Plan that are being assumed and adopted by the Registrant in connection with, and that will continue to be outstanding following, the Merger.

 

(3)               Estimated solely for the purpose of computing the registration fee in accordance with Rule 457(c) and Rule 457(h) under the Securities Act. The price for 1,319,980 Common Units being registered hereby is based on a price of $51.17, the average of the high and low trading prices per Common Unit as reported by the New York Stock Exchange on December 23, 2013.

 

 

 


 

EXPLANATORY NOTE

 

In connection with an agreement and plan of merger dated October 21, 2013 by and among the Registrant, PNG, MergerCo and PNGS GP LLC, whereby MergerCo merged with and into PNG with PNG surviving as an indirect wholly-owned subsidiary of the Partnership, the Registrant is, effective as of December 31, 2013, assuming, adopting and amending the PAA Natural Gas Storage, L.P. 2010 Long Term Incentive Plan, and changing the name of such plan to the Plains All American PNG Successor Long-Term Incentive Plan (as assumed, adopted and amended, the “Plan”), and is assuming all PNG obligations associated with the Plan existing prior to its assumption and adoption by the Registrant. The only outstanding awards under the Plan at the time of the Merger and immediately prior to the assumption and adoption of the Plan by the Registrant were phantom units of PNG. All such outstanding phantom units are being converted at the effective time of the Merger into phantom units of the Registrant, and are being assumed and adopted by the Registrant and will continue to be outstanding and governed by the Plan after the merger. The Registrant is filing this Registration Statement on Form S-8 to register 1,319,980 Common Units issuable under the Plan.

 

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

 

The Registrant will send or give to all participants in the Plan the document(s) containing information required by Part I of Form S-8, as specified in Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the “Commission”) under the Securities Act. The Registrant has not filed such document(s) with the Commission, but such documents (along with the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II hereof) shall constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

 

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3.          Incorporation of Documents by Reference.

 

Except to the extent that information is deemed furnished and not filed pursuant to securities laws and regulations, the following documents have been filed by the Company with the Commission and are incorporated by reference into this Registration Statement and will be deemed to be a part hereof:

 

(a)                                  The Registrant’s Annual Report on Form 10-K (File No. 001-14569) for the fiscal year ended December 31, 2012.

 

(b)                                  The Registrant’s Quarterly Reports on Form 10-Q (File No. 001-14569) for the quarterly periods ended March 31, 2013, June 30, 2013 and September 30, 2013.

 

(c)                                   The Registrant’s Current Reports on Form 8-K (File No. 001-14569), filed with the Commission on February 22, 2013, May 29, 2013, August 12, 2013, August 15, 2013, August 20, 2013, August 28, 2013, October 15, 2013, October 24, 2013, October 25, 2013, and November 21, 2013 (in each case excluding any information furnished pursuant to Item 2.02 or Item 7.01 of any such Current Report on Form 8-K).

 

(d)                                  The description of the Registrant’s Common Units, representing limited partner interests, contained in the Registrant’s Form 8-A/A dated November 3, 1998 and any subsequent amendment thereto for the purpose of updating such description.

 

Except to the extent that information is deemed furnished and not filed pursuant to securities laws and regulations, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold shall also be deemed to be incorporated by reference herein and to be a part hereof from the dates of filing of such documents. Any statement contained in a document

 

II-2


 

incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

 

Item 4.          Description of Securities.

 

Not applicable.

 

Item 5.          Interests of Named Experts and Counsel.

 

Not applicable.

 

Item 6.          Indemnification of Directors and Officers.

 

Section 17-108 of the Delaware Revised Uniform Limited Partnership Act empowers a Delaware limited partnership to indemnify and hold harmless any partner or other person from and against all claims and demands whatsoever. The partnership agreement of Plains All American Pipeline, L.P. provides that Plains All American Pipeline, L.P. will indemnify the general partner, any departing partner, any person who is or was an affiliate of the general partner or any departing partner, and any person who is or was a member, partner, officer, director, employee, agent or trustee of the general partner or any departing partner or any affiliate of the general partner or any departing partner, or any person who is or was serving at the request of the general partner or any departing partner or any affiliate of the general partner or any departing partner as an officer, director, employee, member, partner, agent, fiduciary or trustee of another person (each, an “Indemnitee”), to the fullest extent permitted by law, from and against any and all losses, claims, damages, liabilities (joint and several), expenses (including, without limitation, legal fees and expenses), judgments, fines, penalties, interest, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as any of the foregoing; provided that in each case the Indemnitee acted in good faith and in a manner that such Indemnitee reasonably believed to be in or not opposed to the best interests of Plains All American Pipeline, L.P. and, with respect to any criminal proceeding, had no reasonable cause to believe his, her or its conduct was unlawful. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to any Indemnitee pursuant to the foregoing provisions, the registrant has been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Act and is therefore unenforceable.

 

Any indemnification under these provisions will be only out of the assets of Plains All American Pipeline, L.P., and the general partner shall not be personally liable for, or have any obligation to contribute or loan funds or assets to Plains All American Pipeline, L.P. to enable it to effectuate, such indemnification. Plains All American Pipeline, L.P. is authorized to purchase (or to reimburse the general partner or its affiliates for the cost of) insurance against liabilities asserted against and expenses incurred by such persons in connection with Plains All American Pipeline, L.P.’s activities, regardless of whether Plains All American Pipeline, L.P. would have the power to indemnify such person against such liabilities under the provisions described above.

 

Section 18-108 of the Delaware Limited Liability Company Act provides that, subject to such standards and restrictions, if any, as are set forth in its limited liability company agreement, a Delaware limited liability company may, and has the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever. The limited liability company agreement of Plains All American GP LLC provides for the indemnification of (i) its members, (ii) members of its Board of Directors, and (iii) its officers (each, a “Company Affiliate”), from and against any and all losses, claims, demands, costs, damages, liabilities, expenses of any nature (including reasonable attorneys’ fees and disbursements), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which such person may be involved, or threatened to be involved, as a party or otherwise, by reason of his, her or its status as a Company Affiliate, regardless of whether a Company Affiliate continues to be a Company Affiliate at the time any such liability or expense is paid or incurred, if such Company Affiliate acted in good faith and in a manner he, she or it reasonably believed to be in, or not opposed to, the interests of the Plains All American GP LLC and with respect to any criminal proceeding, had no reason to

 

II-3


 

believe his, her or its conduct was unlawful. Expenses incurred by a Company Affiliate in defending any such claim, demand, action, suit or proceeding will, from time to time, be advanced by the Plains All American GP LLC prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Plains All American GP LLC of an undertaking by or on behalf of the Company Affiliate to repay such amounts if it is ultimately determined that the Company Affiliate is not entitled to be indemnified. Plains All American GP LLC is authorized to purchase and maintain insurance, on behalf of the members of its Board of Directors, its officers and such other persons as the Board of Directors may determine, against any liability that may be asserted against or expense that may be incurred by such person in connection with the activities of Plains All American GP LLC.

 

Item 7. Exemption from Registration Claimed.

 

Not applicable.

 

Item 8.          Exhibits.

 

Unless otherwise indicated below as being incorporated by reference to another filing of the Registrant with the Commission, each of the exhibits listed on the accompanying Exhibit Index is filed herewith.

 

Item 9.          Undertakings.

 

(a)                                  The undersigned Registrant hereby undertakes:

 

1.                                       To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

 

(i)                                      To include any prospectus required by Section 10(a)(3) of the Securities Act;

 

(ii)                                   To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and

 

(iii)                                To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

 

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

 

2.                                       That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

3.                                       To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

II-4


 

(b)                                  The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(c)                                   Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

II-5


 

SIGNATURES

 

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on December 31, 2013.

 

 

PLAINS ALL AMERICAN PIPELINE, L.P.

 

 

 

 

By:

PAA GP LLC, its general partner

 

 

 

 

By:

Plains AAP, L.P., its sole member

 

 

 

 

By:

Plains All American GP LLC,

 

 

its general partner

 

 

 

 

 

 

 

By:

/s/ Greg L. Armstrong

 

Name:

Greg L. Armstrong

 

Title:

Chairman of the Board and Chief Executive Officer

 

Each person whose signature appears below hereby constitutes and appoints Greg L. Armstrong, Al Swanson and Richard McGee, and each of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments and registration statements filed pursuant to Rule 462 or otherwise) and to file the same, with all exhibits thereto, and the other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

 

Signature

 

Title

 

Date

 

 

 

 

 

 

 

 

 

 

/s/ Greg L. Armstrong

 

 

 

 

Greg L. Armstrong

 

Chairman of the Board and Chief Executive Officer

 

December 31, 2013

 

 

( Principal Executive Officer )

 

 

 

 

 

 

 

 

 

 

 

 

/s/ Al Swanson

 

 

 

 

Al Swanson

 

Executive Vice President and

 

December 31, 2013

 

 

Chief Financial Officer
( Principal Financial Officer )

 

 

 

 

 

 

 

 

 

 

 

 

/s/ Chris Herbold

 

 

 

 

Chris Herbold

 

Vice President—Accounting and

 

December 31, 2013

 

 

Chief Accounting Officer
( Principal Accounting Officer )

 

 

 

II-6


 

/s/ Everardo Goyanes

 

 

 

 

Everardo Goyanes

 

Director

 

December 31, 2013

 

 

 

 

 

 

 

 

 

 

/s/ Gary R. Petersen

 

 

 

 

Gary R. Petersen

 

Director

 

December 31, 2013

 

 

 

 

 

 

 

 

 

 

/s/ John T. Raymond

 

 

 

 

John T. Raymond

 

Director

 

December 31, 2013

 

 

 

 

 

 

 

 

 

 

/s/ Robert V. Sinnott

 

 

 

 

Robert V. Sinnott

 

Director

 

December 31, 2013

 

 

 

 

 

 

 

 

 

 

/s/ Vicky Sutil

 

 

 

 

Vicky Sutil

 

Director

 

December 31, 2013

 

 

 

 

 

 

 

 

 

 

/s/ J. Taft Symonds

 

 

 

 

J. Taft Symonds

 

Director

 

December 31, 2013

 

 

 

 

 

 

 

 

 

 

/s/ Christopher M. Temple

 

 

 

 

Christopher M. Temple

 

Director

 

December 31, 2013

 

II-7


 

INDEX TO EXHIBITS

 

Exhibit

 

 

Number

 

Description

 

 

 

4.1

 

Certificate of Limited Partnership of Plains All American Pipeline, L.P. (incorporated by reference to Exhibit 3.4 to the Registration Statement on Form S-1/A (File No. 333-64107) filed on November 3, 1998).

 

 

 

4.2

 

Fourth Amended and Restated Agreement of Limited Partnership of Plains All American Pipeline, L.P. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on May 23, 2012).

 

 

 

4.3

 

Amendment No. 1 dated October 1, 2012 to the Fourth Amended and Restated Agreement of Limited Partnership of Plains All American Pipeline, L.P. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on October 2, 2012).

 

 

 

4.4 *

 

Plains All American PNG Successor Long-Term Incentive Plan, as adopted by Plains All American Pipeline, L.P., effective as of December 31, 2013.

 

 

 

5.1 *

 

Opinion of Vinson & Elkins L.L.P.

 

 

 

23.1 *

 

Consent of PricewaterhouseCoopers LLP.

 

 

 

23.2 *

 

Consent of Vinson & Elkins L.L.P. (contained in Exhibit 5.1).

 

 

 

24.1 *

 

Power of Attorney (included on the signature page of this registration statement).

 

* Filed herewith.

 

Exhibit 4.4

 

PLAINS ALL AMERICAN

PNG SUCCESSOR

LONG-TERM INCENTIVE PLAN

 

Section 1.                                             Background .

 

On December 31, 2013 (the “Effective Time”), Plains All American Pipeline, L.P. (“ PAA ”) completed the closing of the merger of PAA Acquisition Company LLC (“ MergerCo ”), a wholly owned subsidiary of PAA, with and into PAA Natural Gas Storage, L.P. (“ PNG ”) with PNG continuing as the surviving entity (the “ Merger ”), pursuant to an Agreement and Plan of Merger (the “ Merger Agreement ”) dated as of October 21, 2013, by and among PAA, MergerCo, PNG , and PNGS GP LLC (“ PNG GP ”).  As of the Effective Time, Plains All American GP LLC (the “ Company ”) assumed and adopted the PAA Natural Gas Storage, L.P. 2010 Long Term Incentive Plan (the “ PNG Legacy Plan ”), and approved the Plains All American PNG Successor Long-Term Incentive Plan (this “ Successor Plan ”).  Capitalized terms used but not defined herein are defined in the Plains All American 2013 Long-Term Incentive Plan (the “ 2013 LTIP ”).

 

This Successor Plan as set forth herein constitutes an amendment and restatement of the PNG Legacy Plan.  This Successor Plan supersedes and replaces in its entirety the PNG Legacy Plan, except that awards granted under the PNG Legacy Plan prior to the Effective Time shall be adjusted as provided in the Merger Agreement and as determined by the Board of Directors of PNG GP or the Board of Directors of the Company, as applicable, and shall otherwise be subject to the terms and conditions of the PNG Legacy Plan as in effect prior to this amendment and restatement thereof (other than such provisions relating to administration and the type of securities subject to such awards, which matters will be governed by this Successor Plan).

 

Section 2.                                             Units .

 

A total of 1,319,980 Units (representing the common units of PNG previously available under the PNG Legacy Plan, after conversion at 0.445 PAA Units for each common unit of PNG) may be issued under this Successor Plan.  Such number of Units includes the post-conversion Units that are subject to awards granted prior to the Effective Time under the PNG Legacy Plan that are converted as of the Effective Time pursuant to the terms of the Merger Agreement.

 

Section 3.                                             Awards .

 

For purposes of this Successor Plan, “Award” shall mean an Option, Restricted Unit, Phantom Unit or Unit Appreciation Right (with or without tandem DERs granted with respect to an Option, Phantom Unit or Unit Appreciation Right) granted under this Successor Plan.

 

Section 4.                                             Eligibility .

 

Awards under this Successor Plan after the Effective Time may be made to Employees or Directors.  Notwithstanding the foregoing or any provision in this Successor Plan to the contrary, to the extent required pursuant to applicable NYSE Listing Standards, Awards consisting of

 


 

Units or Awards that may be settled in Units may not be granted under this Successor Plan after the Effective Time to individuals who were, immediately before the Effective Time, employed by (or who were non-employee directors of) PAA or entities that were its subsidiaries immediately before the Effective Time (within the meaning of NYSE Listing Standard 303A.08 and interpretive guidance thereunder).

 

Section 5.                                             2013 LTIP Governs .

 

Awards with respect to Units that may be issued under this Successor Plan shall be governed by and administered pursuant to the terms and conditions set forth in the 2013 LTIP, except as such terms and conditions may be modified by the limitations set forth in this Successor Plan.  This Successor Plan shall be administered by the Committee.

 

Section 6.                                             Term .

 

This Successor Plan shall be effective as of the Effective Time and shall continue until the earliest of (i) the date terminated by the Board or the Committee or (ii) the date that all available Units under this Successor Plan have been paid or issued to Participants.  However, unless otherwise expressly provided in this Successor Plan or in an applicable Award Agreement, any Award granted prior to such termination, and the authority of the Board or the Committee under this Successor Plan or an Award Agreement to amend, alter, adjust, suspend, discontinue, or terminate any such Award or to waive any conditions or rights under such Award, shall extend beyond such termination date.

 

2

Exhibit 5.1

 

 

December 31, 2013

 

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”), in connection with the Partnership’s registration under the Securities Act of 1933, as amended (the “Act”), of the offer and sale of an aggregate of up to 1,319,980 common units representing limited partner interests in the Partnership (the “Units”), pursuant to the Partnership’s registration statement on  Form S-8 (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) on December 31, 2013, which Units may be issued from time to time in accordance with the terms of the Plains All American PNG Successor Long-Term Incentive Plan (the “Plan”).

 

In reaching the opinions set forth herein, we have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of such documents and records of the Partnership and such statutes, regulations and other instruments as we deemed necessary or advisable for purposes of this opinion, including (i) the Registration Statement, (ii) the Partnership’s Fourth Amended and Restated Agreement of Limited Partnership (as amended, the “Partnership Agreement”), (iii) the Partnership’s Certificate of Limited Partnership, (iv) certain resolutions adopted by the board of directors of the Partnership, (v) the Plan, and (vi) such other certificates, instruments, and documents as we have considered necessary for purposes of this opinion letter.  As to any facts material to our opinions, we have made no independent investigation or verification of such facts and have relied, to the extent that we deem such reliance proper, upon certificates of public officials and officers or other representatives of the Partnership.

 

We have assumed (i) the legal capacity of all natural persons, (ii) the genuineness of all signatures, (iii) the authority of all persons signing all documents submitted to us on behalf of the parties to such documents, (iv) the authenticity of all documents submitted to us as originals, (v) the conformity to authentic original documents of all documents submitted to us as copies, and (vi) that all information contained in all documents reviewed by us is true, correct and complete.  In addition, we have assumed that Units will be issued in accordance with the terms of the Plan.

 

Based on the foregoing and subject to the limitations set forth herein, and having due regard for the legal considerations we deem relevant, we are of the opinion that the Units have been duly authorized and, when the Units are issued by the Partnership in accordance with the terms of the Plan and the instruments executed pursuant to the Plan, as applicable, which govern the awards to which any Unit relates, will be validly issued, fully paid and non-assessable.

 

This opinion is limited in all respects to the Delaware Revised Uniform Limited Partnership Act.  We express no opinion as to any matter other than as expressly set forth above, and no opinion on any other matter may be inferred or implied herefrom.  The opinions expressed herein are rendered as of the date hereof and we expressly disclaim any obligation to update this letter or advise you of any change in any matter after the date hereof.

 

Vinson & Elkins LLP Attorneys at Law

Abu Dhabi Austin Beijing Dallas Dubai Hong Kong Houston London

Moscow New York Palo Alto Riyadh Shanghai Tokyo Washington

1001 Fannin Street, Suite 2500

Houston, TX 77002-6760

Tel +1.713.758.2222 Fax +1.713.758.2346 www.velaw.com

 


 

This opinion letter may be filed as an exhibit to the Registration Statement.  In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Act.

 

 

 

Very truly yours,

 

 

 

/s/ Vinson & Elkins L.L.P.

 

Vinson & Elkins L.L.P.

 

Exhibit 23.1

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 27, 2013 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in Plains All American Pipeline, L.P.’s Annual Report on Form 10-K for the year ended December 31, 2012.

 

/s/ PricewaterhouseCoopers LLP
Houston, Texas
December 30, 2013