TARGA RESOURCES PARTNERS LP Common Units Representing Limited Partner Interests Having an Aggregate Offering Price of up to $100,000,000 Equity Distribution AgreementEquity Distribution Agreement • October 21st, 2011 • Targa Resources Partners LP • Natural gas transmission • New York
Targa Resources Partners LP, a limited partnership organized under the laws of Delaware (the “Partnership”), proposes, subject to the terms and conditions stated herein and in the Equity Distribution Agreement, dated October 21, 2011 (the “Equity Distribution Agreement”), between the Partnership and Citigroup Global Markets Inc., to issue and sell to Citigroup Global Markets Inc. the securities specified in the Schedule I hereto (the “Purchased Units”) [, and solely for the purpose of covering over-allotments, to grant to Citigroup Global Markets Inc. the option to purchase the additional securities specified in Schedule I hereto (the “Additional Units”)].1
Re: Targa Resources Partners LP Equity Distribution AgreementEquity Distribution Agreement • October 21st, 2011 • Targa Resources Partners LP • Natural gas transmission
This opinion is based on various facts and assumptions, and is conditioned upon certain representations made by the Partnership as to factual matters through a certificate of an officer of the Partnership (the “Officer’s Certificate”). In addition, this opinion is based upon the factual representations of the Partnership concerning its business, properties and governing documents as set forth in the Registration Statement.
