UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

Form S-1
REGISTRATION STATEMENT

DCP MIDSTREAM PARTNERS, LP

Delaware (State or Other Jurisdiction of Incorporation or Organization)		4922 (Primary Standard Industrial Classification Code Number)		03-0567133 (I.R.S. Employer Identification No.)

Thomas P. Mason Douglas E. McWilliams Vinson & Elkins L.L.P. 1001 Fannin Street, Suite 2300 Houston, Texas 77002 (713) 758-2222		Joshua Davidson Christopher J. Arntzen Baker Botts L.L.P. 910 Louisiana Street Houston, Texas 77002 (713) 229-1234

     Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

     If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ¨

     If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. þ 333-128378

     If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

     If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

	Title of Each Class of			Proposed Maximum			Amount of
	Securities to be Registered			Aggregate Offering Price			Registration Fee
	Common units representing limited partner interests			$5,175,000(1)(2)			$533.73(3)

(1)		Includes common units issuable upon exercise of the underwriters’ option to purchase additional common units.
(2)		Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) of the Securities Act of 1933.
(3)		The registrant previously registered common units having a proposed maximum aggregate offering price of $217,350,000 on its Registration Statement on Form S-1 (File No. 333-128378), for which a filing fee of $25,583 was paid.

     The Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.

 

 

EXPLANATORY NOTE AND
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

     DCP Midstream Partners, LP, a Delaware limited partnership (the “Registrant”), is filing this registration statement pursuant to General Instruction V of Form S-1 and Rule 462(b) promulgated under the Securities Act of 1933, as amended. This registration statement relates to the initial public offering of the Registrant’s common units representing limited partner interests contemplated by the Registration Statement on Form S-1 (File No. 333-128378), as amended (the “Prior Registration Statement”), which was originally filed by the Registrant with the Securities and Exchange Commission (the “Commission”) on September 16, 2005 and declared effective by the Commission on December 1, 2005.

     The contents of the Prior Registration Statement and all exhibits to the Prior Registration Statement are hereby incorporated by reference into, and shall be deemed a part of, this registration statement.

     The required opinions and consents are listed on the Exhibit Index attached hereto and filed herewith.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 16. Exhibits and Financial Statement Schedules.

     (a) Exhibits:

Number		Description
5.1		Opinion of Vinson & Elkins L.L.P. as to the legality of the securities being registered
8.1		Opinion of Vinson & Elkins L.L.P. relating to tax matters
23.1		Consent of Deloitte & Touche LLP
23.2		Consent of Deloitte & Touche LLP
23.3		Consent of Deloitte & Touche LLP
23.4		Consent of Vinson & Elkins L.L.P. (contained in Exhibit 5.1)
23.5		Consent of Vinson & Elkins L.L.P. (contained in Exhibit 8.1)
24.1		Powers of Attorney (Filed as Exhibit 24.1 to Registration Statement on Form S-1 (File No. 333-128378) and incorporated by reference herein.)

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on December 2, 2005.

		DCP Midstream Partners, LP
		By:		DCP Midstream GP, LP its General Partner
		By:		DCP Midstream GP, LLC its General Partner
				By: /s/ Michael J. Bradley
				Name: Michael J. Bradley
				Title: President and Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature		Title		Date
*   Jim W. Mogg		Chairman of the Board		December 2, 2005
/s/ Michael J. Bradley   Michael J. Bradley		President, Chief Executive Officer and Director (Principal Executive Officer)		December 2, 2005
*   Thomas E. Long		Vice President and Chief Financial Officer (Principal Financial Officer)		December 2, 2005
*   Patrick J. Welch		Controller (Principal Accounting Officer)		December 2, 2005
/s/ William H. Easter, III   William H. Easter, III		Director		December 2, 2005
/s/ Paul F. Ferguson, Jr.   Paul F. Ferguson, Jr.		Director		December 2, 2005
/s/ John E. Lowe   John E. Lowe		Director		December 2, 2005
*By:     /S/ Michael J. Bradley   Michael J. Bradley As Attorney-in-Fact

EXHIBIT INDEX

Number		Description
5.1		Opinion of Vinson & Elkins L.L.P. as to the legality of the securities being registered
8.1		Opinion of Vinson & Elkins L.L.P. relating to tax matters
23.1		Consent of Deloitte & Touche LLP
23.2		Consent of Deloitte & Touche LLP
23.3		Consent of Deloitte & Touche LLP
23.4		Consent of Vinson & Elkins L.L.P. (contained in Exhibit 5.1)
23.5		Consent of Vinson & Elkins L.L.P. (contained in Exhibit 8.1)
24.1		Powers of Attorney (Filed as Exhibit 24.1 to Registration Statement on Form S-1 (File No. 333-128378) and incorporated by reference herein.)

Exhibit 5.1

December 2, 2005

DCP Midstream Partners, LP
370 17th Street, Suite 2775
Denver, Colorado 80202

Ladies and Gentlemen:

     We have acted as counsel to DCP Midstream Partners, LP, a Delaware limited partnership (the “Partnership”), in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), of the offering and sale of up to an aggregate of 10,350,000 common units representing limited partner interests in the Partnership (the “Common Units”).

     As the basis for the opinion hereinafter expressed, we examined such statutes, including the Delaware Revised Uniform Limited Partnership Act (the “Delaware Act”), corporate records and documents, certificates of corporate and public officials, and other instruments and documents as we deemed necessary or advisable for the purposes of this opinion. In such examination, we assumed the authenticity of all documents submitted to us as originals and the conformity with the original documents of all documents submitted to us as copies.

     Based on the foregoing and on such legal considerations as we deem relevant, we are of the opinion that:

     1. The Partnership has been duly formed and is validly existing as a limited partnership under the Delaware Act.

     2. The Common Units, when issued and delivered on behalf of the Partnership against payment therefor as described in the Partnership’s Registration Statement on Form S-1 (File No. 333-128378), as amended at the effective date thereof and, together with the registration statement filed with respect to such registration statement under Rule 462(b) under the Securities Act, (the “Registration Statement”), will be duly authorized, validly issued, fully paid and nonassessable.

     The opinions expressed herein are limited in all respects to federal law of the United States of America and the Delaware Act, and we are expressing no opinion as to the effect of the laws of any other jurisdiction.

     We hereby consent to the reference to us under the heading “Validity of the Common Units” in the prospectus forming a part of the Registration Statement and to the filing of this opinion as an exhibit to the Registration Statement, but we do not thereby admit that we are within the class of persons whose consent is required under the provisions of the Securities Act or the rules and regulations of the Securities and Exchange Commission issued thereunder.

		Very truly yours,
		/s/ VINSON & ELKINS L.L.P.
		VINSON & ELKINS L.L.P.

Vinson & Elkins LLP Attorneys at Law Austin Beijing Dallas Dubai Houston London Moscow New York Shanghai Tokyo Washington		First City Tower, 1001 Fannin Street, Suite 2300, Houston, TX 77002-6760 Tel 713.758.2222 Fax 713.758.2346 www.velaw.com

Exhibit 8.1

Vinson & Elkins L.L.P.
1001 Fannin, Suite 2300
Houston, Texas 77002-6760

December 2, 2005

DCP Midstream Partners, LP
370 17th Street, Suite 2775
Denver, CO 80202

     RE: DCP MIDSTREAM PARTNERS, LP REGISTRATION STATEMENT ON FORM S-1

Ladies and Gentlemen:

     We have acted as counsel for DCP Midstream Partners, LP, a Delaware limited partnership (the “Partnership”), with respect to certain legal matters in connection with the offer and sale of common units representing limited partner interests in the Partnership. We have also participated in the preparation of a Registration Statement on Form S-1 (No. 333-128378), as amended at the effective date thereof and, together with the registration statement filed with respect to such registration statement under Rule 462(b) under the Securities Act, (the “Registration Statement”) to which this opinion is an exhibit. In connection therewith, we prepared the discussion (the “Discussion”) set forth under the caption “Material Tax Consequences” in the Registration Statement.

     All statements of legal conclusions contained in the Discussion, unless otherwise noted, are our opinion with respect to the matters set forth therein as of the effective date of the Registration Statement. In addition, we are of the opinion that the Discussion with respect to those matters as to which no legal conclusions are provided is an accurate discussion of such federal income tax matters (except for the representations and statements of fact of the Partnership and its general partner, included in the Discussion, as to which we express no opinion).

     We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name in the Registration Statement. This consent does not constitute an admission that we are “experts” within the meaning of such term as used in the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission issued thereunder.

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-1 filed pursuant to Rule 462(b) of Regulation C of the Securities Act of 1933 of our report dated November 17, 2005 (which report expresses an unqualified opinion and includes an explanatory paragraph relating to the preparation of the financial statements of DCP Midstream Partners Predecessor from the separate records maintained by Duke Energy Field Services, LLC), relating to the financial statements of DCP Midstream Partners Predecessor, included in Amendment No. 3 to Registration Statement No. 333-128378 of DCP Midstream Partners, LP.

We also consent to the reference to us under the heading “Experts” in such Registration Statement.

 

/s/ Deloitte & Touche LLP

 

Denver, Colorado
December 2, 2005

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-1 filed pursuant to Rule 462(b) of Regulation C of the Securities Act of 1933 of our report dated September 15, 2005 relating to the balance sheet of DCP Midstream Partners, LP, included in Amendment No. 3 to Registration Statement No. 333-128378 of DCP Midstream Partners, LP.

We also consent to the reference to us under the heading “Experts” in such Registration Statement.

Denver, Colorado
December 2, 2005

Exhibit 23.3

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-1 filed pursuant to Rule 462(b) of Regulation C of the Securities Act of 1933 of our report dated September 15, 2005, relating to the balance sheet of DCP Midstream GP, LP, included in Amendment No. 3 to Registration Statement No. 333-128378 of DCP Midstream Partners, LP.

We also consent to the reference to us under the heading “Experts” in such Registration Statement.

 

/s/ Deloitte & Touche LLP

 

Denver, Colorado
December 2, 2005