EXHIBIT 5.1

 

Proskauer Rose LLP Eleven Times Square New York, NY 10036-8299

 

October 3, 2012

 

Icahn Enterprises L.P.
Icahn Enterprises Finance Corp.
767 Fifth Avenue
New York, New York 10153

 

Re:

Registration Statement on Form S-4; $300,000,000 Aggregate Principal Amount of 8% Senior Notes due 2018.

 

Ladies and Gentlemen:

 

We have acted as special counsel to Icahn Enterprises L.P., a Delaware limited partnership (“Icahn Enterprises”), Icahn Enterprises Finance Corp., a Delaware corporation (“Icahn Enterprises Finance” and, together with Icahn Enterprises, the “Company”), and Icahn Enterprises Holdings L.P., a Delaware limited partnership (the “Guarantor”), in connection with the issuance and exchange by the Company of $300,000,000 in aggregate principal amount of the Company’s 8% Senior Notes due 2018 (the “Exchange Notes”), and the guarantees of the Exchange Notes (the “Exchange Guarantees”) by the Guarantor, each pursuant to (a) an Indenture, dated as of January 15, 2010 (the “Indenture”), among the Company, the Guarantor and Wilmington Trust Company, as trustee (the “Trustee”), and (b) a registration statement on Form S-4 under the Securities Act of 1933, as amended (the “Securities Act”), filed with the Securities and Exchange Commission (the “Commission”) on September 5, 2012 (as amended, the “Registration Statement”). The exchange notes will constitute the same series of securities as the Company’s outstanding aggregate principal amount of $2,150,000,000 8% Senior Notes due 2018 for purposes of the Indenture, and will vote together on all matters with such series. This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related prospectus, other than as expressly stated herein with respect to the issuance of the Exchange Notes and the Exchange Guarantees.

 

We have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates and other instruments of each of the Company and the Guarantor, including the Indenture, and have conducted such other investigations of fact and law, as we have deemed necessary for the purposes of rendering this opinion.

 

In giving this opinion, we have assumed, with your permission, the genuineness of all signatures, the legal capacity of natural persons and the authenticity of all documents we have examined. As to questions of fact relevant to this opinion, with your permission and without any independent investigation or verification, we have relied upon, and assumed the accuracy of, oral or written statements and representations of officers and other representatives of the Company, the Guarantor and others. We have also assumed, with your permission and without any independent investigation, (i) that the Exchange Notes, the Exchange Guarantees and the Indenture (collectively, the “Documents”) have been duly authorized, executed and delivered by each of the parties thereto (other than the Company and the Guarantor), (ii) that the Documents constitute legally valid and binding obligations of the parties thereto (other than the Company and the Guarantor), enforceable against each of them in accordance with their respective terms, and (iii) the adequacy of the consideration that supports the Guarantor’s agreement and the solvency and adequacy of capital of the Guarantor. In addition, we have assumed that the Exchange Notes and the Exchange Guarantee will be executed and delivered by an authorized officer of the Company and the Guarantor, as the case may be, substantially in the form examined by us.

 

Beijing | Boca Raton | Boston | Chicago | Hong Kong | London | Los Angeles | New Orleans | New York | Newark | Paris | São Paulo | Washington, DC

 

 

 

October 3, 2012

Page 2

 

This opinion is limited to the laws of State of New York, the Delaware General Corporation Law and the Delaware Revised Uniform Limited Partnership Act. We express no opinion as to the law of any other jurisdiction.

 

Based upon and subject to the foregoing and the other matters set forth herein, it is our opinion that:

 

1.

The Exchange Notes have been duly authorized by all necessary limited partnership and corporate action of Icahn Enterprises and Icahn Enterprises Finance, respectively, and, when the Registration Statement becomes effective and the Exchange Notes have been duly executed by the Company, authenticated by the Trustee and delivered in accordance with the terms of the Indenture, the Exchange Notes will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.

 

2.

The Exchange Guarantees have been duly authorized by all necessary limited partnership action of the Guarantor and, when the Registration Statement becomes effective and the Exchange Notes have been duly executed by the Company, authenticated by the Trustee and delivered in accordance with the terms of the Indenture, and the Exchange Guarantees have been duly executed and delivered, each Exchange Guarantee will constitute a legal, valid and binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its terms.

 

The foregoing opinions are subject to the following limitations and qualifications:

 

1.

The enforceability of the Documents may be limited by bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and by general equitable principles (regardless of whether enforcement is sought in equity or at law), including, without limitation, principles regarding good faith and fair dealing. In addition, we express no opinion as to the enforceability of (i) self-help provisions, (ii) provisions that purport to establish evidentiary standards, (iii) provisions exculpating a party from, or indemnifying a party for (or entitling a party to contribution in a case involving), its own gross negligence, willful misconduct or violation of securities or other laws, (iv) provisions relating to the availability of specific remedies or relief, or the release or waiver of any remedies or rights or time periods in which claims are required to be asserted, (v) provisions that allow cumulative remedies, late charges or default interest, (vi) provisions relating to the discharge of defenses or disclaimers, liability limitations or limitations of the obligations of any person or entity under any of the Documents or (vii) provisions relating to choice of law or forum.

  

 

 

 

October 3, 2012

Page 3

   

2.

We express no opinion with respect to the effect of any provision of the Documents that is intended to permit the modification thereof only by means of an agreement signed in writing by the parties thereto.

 

3.

We express no opinion with respect to the effect of any provision of the Documents imposing penalties or forfeitures.

 

4.

The enforceability of the Exchange Guarantees may be subject to statutory provisions and case law to the effect that a guarantor may be discharged if the beneficiary of the guaranty alters the original obligation of the principal, fails to inform the guarantor of material information pertinent to the principal or any collateral, elects remedies that may impair the subrogation rights of the guarantor against the principal or otherwise takes or omits to take any action that prejudices the guarantor unless, in any such case, the guarantor validly waives such rights or the consequences of any such action.

 

5.

The above opinions are based solely upon laws, rulings and regulations in effect on the date hereof, and are subject to modification to the extent that such laws, rulings and regulations may be changed in the future. We undertake no obligation to advise you of facts or changes in law occurring after the date of this opinion letter that might affect the opinions expressed herein.

 

We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm contained in the Prospectus under the heading “Legal Matters.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

 

Very Truly Yours,

 

/s/ Proskauer Rose LLP

 

 

 

EXHIBIT 15.1

 

ACKNOWLEDGEMENT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

 

To the Partners of

Icahn Enterprises L.P.

 

We have reviewed, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the unaudited consolidated interim financial information of Icahn Enterprises L.P. and Subsidiaries as follows:

 

·

As of March 31, 2012, and for the three-month periods ended March 31, 2012 and 2011, as indicated in our report dated May 1, 2012; and

 

·

As of June 30, 2012, and for the three-month and six-month periods ended June 30, 2012 and 2011, as indicated in our report dated August 7, 2012.

 

Because we did not perform an audit, we expressed no opinion on that information.

 

We are aware that our reports referred to above, were included in your respective Quarterly Reports on Form 10-Q for the quarters ended March 31, 2012 and June 30, 2012, are being used in this Registration Statement.

 

We also are aware that the aforementioned reports, pursuant to Rule 436(c) under the Securities Act of 1933, are not considered a part of the Registration Statement prepared or certified by an accountant within the meaning of Sections 7 and 11 of that Act.

 

/s/ Grant Thornton LLP

 

New York, New York

October 3, 2012

 

 

 

 

 EXHIBIT 15.2

 

ACKNOWLEDGEMENT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM

 

To the Partners of
Icahn Enterprises Holdings L.P.

 

We have reviewed, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the unaudited consolidated interim financial information of Icahn Enterprises Holdings L.P. and Subsidiaries for the three-month and six-month periods ended June 30, 2012 and 2011, as indicated in our report dated August 10, 2012; because we did not perform an audit, we expressed no opinion on that information.

 

We are aware that our report referred to above, is being used in this Registration Statement.

 

We also are aware that the aforementioned report, pursuant to Rule 436(c) under the Securities Act of 1933, is not considered a part of the Registration Statement prepared or certified by an accountant within the meaning of Sections 7 and 11 of that Act.

 

/s/ Grant Thornton LLP

 

New York, New York
October 3, 2012

 

 

 

EXHIBIT 15.3

 

To the Partners of Icahn Enterprises L.P.

 

We are aware of the incorporation by reference in this Amendment No. 1 to the Registration Statement on Form S-4 and related Prospectus of Icahn Enterprises L.P. for the registration of senior notes of our reports listed below:

 

·

Our report dated April 24, 2012, relating to the unaudited consolidated interim financial statements of Federal-Mogul Corporation, included in Icahn Enterprises L.P.’s Form 10-Q for the quarter ended March 31, 2012 filed with the Securities and Exchange Commission on May 1, 2012.

 

·

Our report dated July 26, 2012, relating to the unaudited consolidated interim financial statements of Federal-Mogul Corporation, included in Icahn Enterprises L.P.’s Form 10-Q for the quarter ended June 30, 2012 filed with the Securities and Exchange Commission on August 7, 2012.

 

/s/ Ernst & Young LLP

 

Detroit, Michigan
October 3, 2012

 

 

 

EXHIBIT 15.4

 

To the Partners of Icahn Enterprises L.P.

 

We are aware of the use of our report dated July 26, 2012, relating to the June 30, 2012 unaudited consolidated interim financial statements of Federal-Mogul Corporation, in the financial statements of Icahn Enterprises Holdings L.P. that are included in this Amendment No. 1 to the Registration Statement on Form S-4 and related Prospectus of Icahn Enterprises L.P. for the registration of senior notes.

 

/s/ Ernst & Young LLP

 

Detroit, Michigan
October 3, 2012

 

 

 

 

EXHIBIT 15.5

 

With respect to the registration statement on Form S-4 of Icahn Enterprises L.P., Icahn Enterprises Finance Corp., and Icahn Enterprises Holdings L.P., we acknowledge our awareness of the inclusion therein of our report, dated August 2, 2012 related to our review of financial information of CVR Energy, Inc. as of June 30, 2012 and for the period from May 5, 2012 to June 30, 2012.

 

Pursuant to Rule 436 under the Securities Act of 1933 (the Act), such report is not considered part of a registration statement prepared or certified by an independent registered public accounting firm, or a report prepared or certified by an independent registered public accounting firm within the meaning of Sections 7 or 11 of the Act.

 

/s/ KPMG LLP

 

Houston, Texas
October 3, 2012

 

 

 

EXHIBIT 23.1

 

CONSENT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM

 

We have issued our reports dated March 9, 2012 with respect to the consolidated financial statements, schedule and internal control over financial reporting included in the Annual Report on Form 10-K for the year ended December 31, 2011 of Icahn Enterprises L.P. and Subsidiaries, which are incorporated by reference in this Registration Statement. We consent to the incorporation by reference in this Registration Statement of the aforementioned reports, and to the use of our name as it appears under the caption “Experts.”

 

/s/ Grant Thornton LLP

 

New York, New York
October 3, 2012

 

 

 

EXHIBIT 23.2

 

CONSENT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM

 

We have issued our report dated March 14, 2012, with respect to the consolidated financial statements and schedule of Icahn Enterprises Holdings L.P. and Subsidiaries contained in this Registration Statement and Prospectus. We consent to the use of the aforementioned report in this Registration Statement and Prospectus, and to the use of our name as it appears under the caption “Experts.”

 

/s/ Grant Thornton LLP

 

New York, New York
October 3, 2012

 

 

 

EXHIBIT 23.3

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the reference to our firm under the caption “Experts” in this Amendment No. 1 to the Registration Statement on Form S-4 and related Prospectus of Icahn Enterprises L.P. and to the incorporation by reference therein of our reports dated February 28, 2012, with respect to the consolidated financial statements of Federal-Mogul Corporation and the effectiveness of internal control over financial reporting of Federal-Mogul Corporation, included in Icahn Enterprises L.P.’s Annual Report on Form 10-K for the year ended December 31, 2011, filed with the Securities and Exchange Commission on March 12, 2012.

 

/s/ Ernst & Young LLP

 

Detroit, Michigan
October 3, 2012

 

 

 

EXHIBIT 23.4

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the reference to our firm under the caption “Experts” and to the use of our report dated February 28, 2012, with respect to the consolidated balance sheets of Federal-Mogul Corporation as of December 31, 2011 and 2010 and the related consolidated statements of operations, shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2011, in the financial statements of Icahn Enterprises Holdings L.P. that are included in this Amendment No. 1 to the Registration Statement on Form S-4 and related Prospectus of Icahn Enterprises L.P. for the registration of senior notes.

 

/s/ Ernst & Young LLP

 

Detroit, Michigan
October 3, 2012

 

 

 

EXHIBIT 23.5

 

Consent of Independent Registered Public Accounting Firm

 

The Board of Directors and Stockholders
CVR Energy, Inc.:

 

We consent to the incorporation by reference in the registration statement on Form S-4 of Icahn Enterprises L.P., Icahn Enterprises Finance Corp., and Icahn Enterprises Holdings L.P. of our reports dated February 29, 2012, with respect to the consolidated balance sheets of CVR Energy Inc. and subsidiaries (the Company) as of December 31, 2011 and 2010, and the related consolidated statements of operations, changes in equity, and cash flows for each of the years in the three-year period ended December 31, 2011, and the effectiveness of internal control over financial reporting of CVR Energy Inc. and subsidiaries as of December 31, 2011, which reports appear in the Form 8-K/A of Icahn Enterprises L.P. dated July 9, 2012.

 

Our report dated February 29, 2012, on the effectiveness of internal control over financial reporting of CVR Energy Inc. and subsidiaries as of December 31, 2011, contains an explanatory paragraph that states the scope of management’s assessment of the effectiveness of internal control over financial reporting includes all of the Company’s consolidated operations except for the operations of Gary-Williams Energy Corporation and its wholly owned subsidiaries (Gary-Williams), which the Company acquired on December 15, 2011. Gary-Williams’ operations represent 2% of the Company’s consolidated revenues for the year ended December 31, 2011, and assets associated with Gary-Williams’ operations represent 29% of the Company’s consolidated total assets, as of December 31, 2011. Our audit of internal control over financial reporting of CVR Energy Inc. and subsidiaries also excluded an evaluation of the internal control over financial reporting of Gary-Williams.

 

/s/ KPMG LLP

 

Houston, Texas
October 3, 2012