Common use of Investment Company; Public Utility Holding Company Clause in Contracts

Investment Company; Public Utility Holding Company. None of the Partnership Entities is an “investment company” within the meaning of the Investment Company Act of 1940, as amended, or a “public utility company” or a “holding company” as such terms are defined in the Public Utility Holding Company Act of 1935, as amended. In addition, such counsel shall state that they have participated in conferences with officers and other representatives of the DCP Parties, representatives of the independent public accountants of the Partnership, and representatives of the Underwriters, at which the contents of the Registration Statement and Prospectus and related matters were discussed, and although such counsel did not independently verify, is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement and Prospectus (except to the extent specified in paragraph 16 above), on the basis of the foregoing, no facts have come to the attention of such counsel which lead them to believe that the Registration Statement (other than (i) the financial statements included therein, including the notes and schedules thereto and the independent registered public accounting firm’s reports thereon (ii) the other financial and statistical data included therein, as to which such counsel need express no belief) at the time it became effective contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus (other than (i) the financial statements included therein, including the notes and schedules thereto and the independent registered public accounting firm’s reports thereon, and (ii) the other financial and statistical data included therein, as to which such counsel need express no belief) as of its issue date and as of such Delivery Date contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. In rendering such opinion, such counsel may (A) rely in respect of matters of fact upon certificates of officers and employees of the DCP 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 their opinion is limited to federal laws, the Delaware LP Act, the Delaware LLC Act, the DGCL, and the laws of the State of Texas, (D) with respect to the opinions expressed in paragraph 1 above as to the due qualification or registration as a foreign limited partnership, limited liability company or corporation, as the case may be, of the Partnership, the General Partner, the Operating Partnership, DCP Midstream GP, LLC, the OLP GP and the Operating Subsidiaries, state that such opinions are based upon certificates of foreign qualification or registration provided by the Secretary of State of the states listed on Annex I (each of which will be dated not more than fourteen days prior to such Delivery Date and shall be provided to the Underwriters), (E) state that they express no opinion with respect to any permits to own or operate any real or personal property, (F) state that they express no opinion with respect to the title of any of the Partnership Entities to any of their respective real or personal property purported to be transferred by the Contribution Documents nor with respect to the accuracy or descriptions of real or personal property, (G) 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 Partnership Entities may be subject, and (H) rely on a certificate of an officer of the General Partner certifying that certain financial covenants in the Credit Agreement have been met in rendering their opinions expressed in paragraph 13.

Investment Company; Public Utility Holding Company. None of the Partnership Copano Entities is an “"investment company” " within the meaning of the Investment Company Act of 1940, as amended, amended or a “"public utility company” ," a "holding company" or a “"subsidiary company" of a "holding company” " or an "affiliate" thereof, as such terms are defined in the Public Utility Holding Company Act of 1935, as amended. In addition, such counsel shall state that they have participated in conferences with officers and other representatives of the DCP Copano Parties, representatives of the independent public accountants of the Partnership, Company and representatives of the Underwriters, Underwriters at which the contents of the Registration Statement and Prospectus and related matters were discussed, and although such counsel did not independently verify, is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement and Prospectus (except to the extent specified in paragraph 16 21 above), on the basis of the foregoing, no facts have come to the attention of such counsel which lead them to believe that the Registration Statement (other than (i) the financial statements included therein, including the notes and schedules thereto and the independent registered public accounting firm’s auditors' reports thereon and (ii) the other financial and statistical data included therein, as to which such counsel need express no belief) at the time it became effective contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus (other than (i) the financial statements included therein, including the notes and schedules thereto and the independent registered public accounting firm’s auditors' reports thereon, and (ii) the other financial and statistical data included therein, as to which such counsel need express no belief) as of its issue date and as of such Delivery Date Closing Date, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. In rendering such opinion, such counsel may (A) rely in respect of matters of fact upon certificates of officers and employees of the DCP Copano 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 their opinion is limited to federal laws, the Delaware LP Act, the Delaware LLC Act, the DGCL, the Texas LP Act and the laws of the State of TexasTexas LLC Act, (D) with respect to the opinions expressed in paragraph paragraphs 1 through 5 above as to the due qualification or registration as a foreign limited partnership, corporation or limited liability company or corporationcompany, as the case may be, of the Partnership, the General Partner, the Operating Partnership, DCP Midstream GP, LLC, the OLP GP and the Operating SubsidiariesCopano Parties, state that such opinions are based upon certificates of foreign qualification or registration provided by the Secretary of State of the states listed on Annex I (each of which will be dated not more than fourteen days prior to such Delivery Date Closing Date, as the case may be, and shall be provided to the Underwriters), (E) state that they express no opinion with respect to any permits to own or operate any real or personal property, (F) state that they express no opinion with respect to the title of any of the Partnership Copano Entities to any of their respective real or personal property purported to be transferred by the Contribution Documents or the Contribution Agreement nor with respect to the accuracy or descriptions of real or personal property, property and (G) state that they express no opinion with respect to state or local taxes or tax statutes to which any of the limited partners members of the Partnership Company or any of the Partnership Copano Entities may be subject, and (H) rely on a certificate of an officer of the General Partner certifying that certain financial covenants in the Credit Agreement have been met in rendering their opinions expressed in paragraph 13.

Investment Company; Public Utility Holding Company. None of the Partnership Entities is an “investment company” within the meaning of the Investment Company Act of 1940, as amended, or a “public utility company” or a “holding company” as such terms are defined in the Public Utility Holding Company Act of 1935, as amended. In addition, such counsel shall state that they have participated in conferences with officers and other representatives of the DCP Parties, representatives of the independent public accountants of the Partnership, and representatives of the Underwriters, at which the contents of the Preliminary Prospectus dated November 23, 2005 provided to the Underwriters for use in connection with the public offering of the Units, the Registration Statement and the Prospectus and related matters were discussed, and although such counsel did not independently verify, is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in such Preliminary Prospectus, the Registration Statement and the Prospectus (except to the extent specified in paragraph 16 above), on the basis of the foregoing, no facts have come to the attention of such counsel which lead them to believe that (A) such Preliminary Prospectus (other than (i) the financial statements included therein, including the notes and schedules thereto and the independent registered public accounting firm’s reports thereon (ii) the other financial and statistical data included therein, as to which such counsel need express no belief) as of the Applicable Time contained an untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the price of the Units and disclosures directly relating thereto and derived therefrom are included on the cover page of the Prospectus or under the captions “Use of Proceeds,” “Capitalization” or “Underwriting” in the Prospectus or in the unaudited pro forma financial information included therein, (B) the Registration Statement (other than (i) the financial statements included therein, including the notes and schedules thereto and the independent registered public accounting firm’s reports thereon (ii) the other financial and statistical data included therein, as to which such counsel need express no belief) at the time it became effective contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or (C) that the Prospectus (other than (i) the financial statements included therein, including the notes and schedules thereto and the independent registered public accounting firm’s reports thereon, and (ii) the other financial and statistical data included therein, as to which such counsel need express no belief) as of its issue date and as of such Delivery Date contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. In rendering such opinion, such counsel may (A) rely in respect of matters of fact upon certificates of officers and employees of the DCP 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 their opinion is limited to federal laws, the Delaware LP Act, the Delaware LLC Act, the DGCL, and the laws of the State of Texas, (D) with respect to the opinions expressed in paragraph 1 above as to the due qualification or registration as a foreign limited partnership, limited liability company or corporation, as the case may be, of the Partnership, the General Partner, the Operating Partnership, DCP Midstream GP, LLC, the OLP GP and the Operating Subsidiaries, state that such opinions are based upon certificates of foreign qualification or registration provided by the Secretary of State of the states listed on Annex I (each of which will be dated not more than fourteen days prior to such Delivery Date and shall be provided to the Underwriters), (E) state that they express no opinion with respect to any permits to own or operate any real or personal property, (F) state that they express no opinion with respect to the title of any of the Partnership Entities to any of their respective real or personal property purported to be transferred by the Contribution Documents nor with respect to the accuracy or descriptions of real or personal property, (G) 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 Partnership Entities may be subject, and (H) rely on a certificate of an officer of the General Partner certifying that certain financial covenants in the Credit Agreement have been met in rendering their opinions expressed in paragraph 13.,

Investment Company; Public Utility Holding Company. None of the Partnership Entities is an “investment company” within the meaning of the Investment Company Act of 1940, as amended, or a “public utility company” or a “holding company” as such terms are defined in the Public Utility Holding Company Act of 1935, as amended. In addition, such counsel shall state that they have participated in conferences with officers and other representatives of the DCP StoneMor Parties, representatives of the independent public accountants of the Partnership, Partnership and representatives of the Underwriters, at which the contents of the Registration Statement and Prospectus and related matters were discussed, and although such counsel did not independently verify, is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement and Prospectus (except to the extent specified in paragraph 16 14 above), on the basis of the foregoing, no facts have come to the attention of such counsel which lead them to believe that the Registration Statement (other than (i) the financial statements included therein, including the notes and schedules thereto and the independent registered public accounting firm’s auditors’ reports thereon (ii) the other financial and statistical data included therein, as to which such counsel need express no belief) at the time it became effective contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus (other than (i) the financial statements included therein, including the notes and schedules thereto and the independent registered public accounting firm’s auditors’ reports thereon, and (ii) the other financial and statistical data included therein, as to which such counsel need express no belief) as of its issue date and as of such Delivery Date contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. In rendering such opinion, such counsel may (A) rely in respect of matters of fact upon certificates of officers and employees of the DCP StoneMor 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 their opinion is limited to federal laws, the laws of the State of New York, the Delaware LP Act, the Delaware LLC Act, Act and the DGCL, and the laws of the State of Texas, (D) with respect to the opinions expressed in paragraph paragraphs 1 and 2 above as to the due qualification or registration as a foreign limited partnership, partnership or limited liability company or corporationcompany, as the case may be, of the Partnership, the General Partner, the Operating Partnership, DCP Midstream GP, LLC, the OLP GP Partnership and the Operating SubsidiariesCompany, state that such opinions are based upon certificates of foreign qualification or registration provided by the Secretary of State of the states listed on Annex I (each of which will be dated not more than fourteen days prior to such Delivery Date and shall be provided to the Underwriters), (E) state that they express no opinion with respect to any permits to own or operate any real or personal property, (F) state that they express no opinion with respect to the title of any of the Partnership StoneMor Entities to any of their respective real or personal property purported to be transferred by the Contribution Documents or the Contribution Agreement nor with respect to the accuracy or descriptions of real or personal property, property and (G) 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 Partnership StoneMor Entities may be subject, and (H) rely on a certificate of an officer of the General Partner certifying that certain financial covenants in the Credit Agreement have been met in rendering their opinions expressed in paragraph 13.

Investment Company; Public Utility Holding Company. None of the Partnership Linn Energy Entities is an “investment company” within the meaning of the Investment Company Act of 1940, as amended, amended or a “public utility company,” or a “holding company” or a “subsidiary company” of a “holding company” or an “affiliate” thereof, as such terms are defined in the Public Utility Holding Company Act of 1935, as amended. In addition, we have been orally advised by the staff of the Commission that the Registration Statement was declared effective under the Securities Act on January 12, 2006 and no stop order suspending the effectiveness of the Registration Statement or the Rule 462(b) Registration Statement has been issued and no proceedings for that purpose have been instituted or, to the knowledge of such counsel, threatened by the Commission. Furthermore, any required filing of the Prospectus pursuant to Rule 424(b) has been made in the manner and within the time period required by such Rule. In addition, such counsel shall state that they have participated in conferences with officers and other representatives of the DCP PartiesLinn Energy Entities, representatives of the independent public accountants of the Partnership, Company and representatives of the Underwriters, Underwriters at which the contents of the Registration Statement and Prospectus and related matters were discussed, and although such counsel did not independently verify, is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement Statement, the Pricing Prospectus and Prospectus (except to the extent specified in paragraph 16 12 above), on the basis of the foregoing, no facts have come to the attention of such counsel which lead them to believe that (i) the Registration Statement (other than (i) the financial statements included therein, including the notes and schedules thereto and the independent registered public accounting firm’s auditors’ reports thereon and (ii) the other financial and statistical data and the information pertaining to oil and gas reserves included therein, as to which such counsel need express no belief) at the time it became effective contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) that the Pricing Disclosure Package, as of the Applicable Time, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of circumstances under which they were made, not misleading or (iii) that the Prospectus (other than (i) the financial statements included therein, including the notes and schedules thereto and the independent registered public accounting firm’s auditors’ reports thereon, and (ii) the other financial and statistical data and the information pertaining to oil and gas reserves included therein, as to which such counsel need express no belief) as of its issue date and as of such Delivery Date Closing Date, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. In rendering such opinion, such counsel may (A) rely in respect of matters of fact upon certificates of officers and employees of the DCP Parties Linn Energy Entities 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 their opinion is limited to federal laws, the Delaware LP Act, the Delaware LLC Act, the DGCL, Act and the laws of the State of Texas, DGCL (D) with respect to the opinions expressed in paragraph 1 above as to the due qualification or registration as a foreign limited partnership, corporation or limited liability company or corporationcompany, as the case may be, of the Partnership, the General Partner, the Operating Partnership, DCP Midstream GP, LLC, the OLP GP and the Operating SubsidiariesLinn Energy Entities, state that such opinions are based upon certificates of foreign qualification or registration provided by the Secretary of State of the states listed on Annex I (each of which will be dated not more than fourteen seven days prior to such Delivery Date Closing Date, as the case may be, and shall be provided to the Underwriters), (E) state that they express no opinion with respect to any permits to own or operate any real or personal property, (F) state that they express no opinion with respect to the title of any of the Partnership Linn Energy Entities to any of their respective real or personal property purported to be transferred by the Contribution Documents nor with respect to the accuracy or descriptions of real or personal property, property and (G) state that they express no opinion with respect to state or local taxes or tax statutes to which any of the limited partners members of the Partnership Company or any of the Partnership Linn Energy Entities may be subject, . Such counsel shall state that the opinion of Xxxxxxx Xxxxx LLP that is filed as Exhibit 8.1 to the Registration Statement is confirmed and (H) the Underwriters may rely on a certificate of an officer of the General Partner certifying that certain financial covenants in the Credit Agreement have been met in rendering their opinions expressed in paragraph 13upon such opinion as if it were addressed to them.

Investment Company; Public Utility Holding Company. None of the Partnership Entities is an “"investment company” " within the meaning of the Investment Company Act of 1940, as amended, or a “"public utility company” " or a “"holding company” " as such terms are defined in the Public Utility Holding Company Act of 1935, as amended. In addition, such counsel shall state that they have participated in conferences with officers and other representatives of the DCP Global Parties, representatives of the independent public accountants of the Partnership, Partnership and representatives of the Underwriters, at which the contents of the Registration Statement and Prospectus and related matters were discussed, and although such counsel did not independently verify, is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement and Prospectus (except to the extent specified in paragraph 16 15 above), on the basis of the foregoing, no facts have come to the attention of such counsel which lead them to believe that the Registration Statement (other than (i) the financial statements included therein, including the notes and schedules thereto and the independent registered public accounting firm’s 's reports thereon (ii) the other financial and statistical data included therein, as to which such counsel need express no belief) at the time it became effective contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus (other than (i) the financial statements included therein, including the notes and schedules thereto and the independent registered public accounting firm’s 's reports thereon, and (ii) the other financial and statistical data included therein, as to which such counsel need express no belief) as of its issue date and as of such Delivery Date contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. In rendering such opinion, such counsel may (A) rely in respect of matters of fact upon certificates of officers and employees of the DCP Global 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 their opinion is limited to federal laws, the Delaware LP Act, the Delaware LLC Act, the DGCL, DGCL and the laws of the State of TexasNew York, (D) with respect to the opinions expressed in paragraph 1 above as to the due qualification or registration as a foreign limited partnership, limited liability company or corporation, as the case may be, of the Partnership, the General Partner, the Operating Partnership, DCP Midstream GPthe Operating Company, LLCXxxxx Holdings, the OLP GP Xxxxx Holdings II and the Operating Subsidiaries, state that such opinions are based upon certificates of foreign qualification or registration provided by the Secretary of State of the states listed on Annex I (each of which will be dated not more than fourteen days prior to such Delivery Date and shall be provided to the Underwriters), (E) state that they express no opinion with respect to any permits to own or operate any real or personal property, (F) state that they express no opinion with respect to the title of any of the Partnership Entities to any of their respective real or personal property purported to be transferred by the Contribution Documents nor with respect to the accuracy or descriptions of real or personal property, property (G) 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 Partnership Entities may be subject, and (H) rely on a certificate of an officer of the General Partner certifying that certain financial covenants in the Credit Agreement have been met in rendering their opinions expressed in paragraph 13.18. B-6 Exhibit C Opinion of Xxxxxx Faneuil

Investment Company; Public Utility Holding Company. None of the Partnership Entities is an “"investment company” " within the meaning of the Investment Company Act of 1940, as amended, or a “"public utility company” " or a “"holding company” " as such terms are defined in the Public Utility Holding Company Act of 1935, as amended. In addition, such counsel shall state that they have participated in conferences with officers and other representatives of the DCP Global Parties, representatives of the independent public accountants of the Partnership, Partnership and representatives of the Underwriters, at which the contents of the Registration Statement and Prospectus and related matters were discussed, and although such counsel did not independently verify, is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement and Prospectus (except to the extent specified in paragraph 16 15 above), on the basis of the foregoing, no facts have come to the attention of such counsel which lead them to believe that the Registration Statement (other than (i) the financial statements included therein, including the notes and schedules thereto and the independent registered public accounting firm’s 's reports thereon (ii) the other financial and statistical data included therein, as to which such counsel need express no belief) at the time it became effective contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus (other than (i) the financial statements included therein, including the notes and schedules thereto and the independent registered public accounting firm’s 's reports thereon, and (ii) the other financial and statistical data included therein, as to which such counsel need express no belief) as of its issue date and as of such Delivery Date contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. In rendering such opinion, such counsel may (A) rely in respect of matters of fact upon certificates of officers and employees of the DCP Global 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 their opinion is limited to federal laws, the Delaware LP Act, the Delaware LLC Act, the DGCL, DGCL and the laws of the State of TexasNew York, (D) with respect to the opinions expressed in paragraph 1 above as to the due qualification or registration as a foreign limited partnership, limited liability company or corporation, as the case may be, of the Partnership, the General Partner, the Operating Partnership, DCP Midstream GP, LLC, the OLP GP Operating Company and the Operating Subsidiaries, state that such opinions are based upon certificates of foreign qualification or registration provided by the Secretary of State of the states listed on Annex I (each of which will be dated not more than fourteen days prior to such Delivery Date and shall be provided to the Underwriters), (E) state that they express no opinion with respect to any permits to own or operate any real or personal property, (F) state that they express no opinion with respect to the title of any of the Partnership Entities to any of their respective real or personal property purported to be transferred by the Contribution Documents nor with respect to the accuracy or descriptions of real or personal property, property and (G) 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 Partnership Entities may be subject, and (H) rely on a certificate of an officer of the General Partner certifying that certain financial covenants in the Credit Agreement have been met in rendering their opinions expressed in paragraph 13.

Investment Company; Public Utility Holding Company. None of the Partnership Copano Entities is (i) an “investment company” within the meaning of as such term is defined in the Investment Company Act of 1940, as amended, amended or (ii) a “public utility company” or a “holding company” as such terms are defined with in the meaning of the Public Utility Holding Company Act of 1935, as amended. In addition, such counsel shall state that they have participated in conferences with officers and other representatives of the DCP PartiesCompany, representatives of the independent public accountants of the Partnership, Company and representatives of the Underwriters, Underwriters at which the contents of the Registration Statement Pre-Pricing Prospectus, the Prospectus and Prospectus any Permitted Free Writing Prospectuses and related matters were discussed, and although such counsel did not independently verify, is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement and Statement, the Pre-Pricing Prospectus, the Prospectus or any Permitted Free Writing Prospectus (except to the extent specified in paragraph 16 (l) above), on the basis of the foregoing, no facts have come to the attention of such counsel which lead them to believe that the Registration Statement (other than (i) the financial statements included thereinRegistration Statement, including the notes and schedules thereto and the independent registered public accounting firm’s reports thereon (ii) the other financial and statistical data included therein, as to which such counsel need express no belief) at the Effective Time and as of the time it became effective this Agreement is executed, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus (other than (i) the financial statements included therein, including the notes and schedules thereto and the independent registered public accounting firm’s reports thereon, and (ii) the other financial and statistical data included thereinProspectus, as to which such counsel need express no belief) as of its issue date and date, or as of such Delivery Date contained the date hereof, included or contains includes an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingmisleading or (iii) the Pre-Pricing Prospectus, as of the time this Agreement is executed, together with the Permitted Free Writing Prospectuses attached as Exhibit C to this Agreement, included or includes an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (in each case other than (i) the financial statements included therein, including the notes and schedules thereto and auditors’ reports thereon, and (ii) the other financial data included therein, as to which such counsel need express no belief). In rendering such opinion, such counsel may (A) rely in respect of matters of fact upon certificates of officers and employees of the DCP Parties Copano Entities 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 their opinion is limited to federal laws, the Delaware LP Act, the Delaware LLC Act, the DGCL, the Texas LP Act, the Texas LLC Act and the laws of the State of Texas, New York (D) with respect to the opinions expressed in paragraph 1 (a) above as to the due qualification or registration as a foreign limited partnership, partnership or limited liability company or corporationcompany, as the case may be, of the Partnership, the General Partner, the Operating Partnership, DCP Midstream GP, LLC, the OLP GP and the Operating SubsidiariesCopano Group, state that such opinions are based upon certificates of foreign qualification or registration provided by the Secretary of State of the states listed on Annex I Appendix 1 (each of which will be dated not more than fourteen days prior to such Delivery Date the time of purchase and each additional time of purchase, if any, as the case may be, and shall be provided to the Underwriters), (E) state that they express no opinion with respect to any permits to own or operate any real or personal property, (F) state that they express no opinion with respect to the title of any of the Partnership Entities to any of their respective real or personal property purported to be transferred by the Contribution Documents nor with respect to the accuracy or descriptions of real or personal property, property and (G) state that they express no opinion with respect to state or local taxes or tax statutes to which any of the limited partners members of the Partnership Company or any of the Partnership Copano Entities may be subject, and (H) rely on a certificate of an officer . [Insert Appendix 1 listing foreign qualifications of the General Partner certifying that certain financial covenants in the Credit Agreement have been met in rendering their opinions expressed in paragraph 13.Copano Entities]