Martin Midstream Partners L.P. (2007)Full Document 

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(BAKER BOTS L.L.P. LOGO)
   
       
 
2001 ROSS AVENUE
DALLAS, TEXAS
75201-2980

TEL    +1
214.953.6500
FAX    +1
214.953.6503
www.bakerbotts.com
  AUSTIN
DALLAS
DUBAI
HONG KONG
HOUSTON
LONDON
MOSCOW
NEW YORK
RIYADH
WASHINGTON
December 18, 2007
Martin Midstream Partners L.P.
Martin Operating Partnership L.P.
4200 Stone Road
Kilgore, Texas 75662
Ladies and Gentlemen:
     We have acted as counsel for Martin Midstream Partners L.P., Delaware limited partnership (the “Partnership”), and Martin Operating Partnership L.P., a Delaware limited partnership (the “Operating Partnership”), with respect to certain legal matters in connection with the filing with the Securities and Exchange Commission (the “Commission”) of a registration statement (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), registering securities to be issued and sold by the Partnership and/or the Operating Partnership from time to time pursuant to Rule 415 under the Securities Act for an aggregate initial offering price not to exceed $400,000,000. Such securities include (i) common units representing limited partner interests in the Partnership (the “Common Units”); (ii) unsecured debt securities of the Partnership, in one or more series, consisting of notes, debentures or other evidences of indebtedness (the “Partnership Debt Securities”); (iii) unsecured debt securities of the Operating Partnership, in one or more series, consisting of notes, debentures or other evidences of indebtedness (the “Operating Partnership Debt Securities” and, together with the Partnership Debt Securities, the “Debt Securities”); and (iv) guarantees (the “Guarantees”) of such Debt Securities by the Partnership and/or the Operating Partnership. The Common Units, the Debt Securities and the Guarantees are collectively referred to herein as the “Securities.”
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