Attached files
Exhibits
8.1 and 23.2
A
Registered Limited Liability Partnership
Fulbright
Tower
1301
McKinney, Suite 5100
Houston,
Texas 77010-3095
www.fulbright.com
December
16, 2009
Quicksilver
Gas Services LP
777
West Rosedale Street
Fort
Worth, Texas 76104
RE: QUICKSILVER
GAS SERVICES L.P.
Ladies
and Gentlemen:
We
have acted as counsel for Quicksilver Gas Services L.P., a Delaware limited
partnership (the “Partnership”),
with respect to certain legal matters in connection with the proposed offering
and sale by the Partnership of up to 4,000,000 common units (including an option
to purchase up to 600,000 additional common units to cover over-allotments)
representing limited partner interests of the Partnership (the “Units”)
pursuant to the Registration Statement on Form S-3 (No. 333-161680) (the “Registration
Statement”), filed with the Securities and Exchange Commission (the
“Commission”)
by the Partnership on September 2, 2009, as amended, including the base
prospectus contained therein, and the Prospectus Supplement filed with the
Commission by the Partnership on December 16, 2009 (the “Prospectus
Supplement”), relating to the offering of the Units. In
connection therewith, we have participated in the preparation of the discussion
(the “Discussion”)
set forth under the caption “Material Tax Consequences” in the Prospectus
Supplement.
Subject
to the assumptions, qualifications and limitation set forth in the Discussion,
we hereby confirm that all statements of legal conclusions contained in the
Discussion reflect the opinion of Fulbright & Jaworski L.L.P. with respect
to the matters set forth therein as of the date of the Prospectus
Supplement.
In
providing this opinion, we have examined and are relying upon the truth and
accuracy at all relevant times of the statements, covenants and representations
contained in (i) the Registration Statement, (ii) the Prospectus Supplement,
(iii) certain other filings made by the Partnership with the Commission, and
(iv) other information provided to us by the Partnership and the general partner
of the Partnership.
We
hereby consent to the filing of this opinion of counsel as Exhibit 8.1 to the
Current Report on Form 8-K of the Partnership dated on or about the date hereof,
to the incorporation by reference of this opinion of counsel into the
Registration Statement and to the reference to our firm in the Prospectus
Supplement. In giving such consent, we do not admit that we are
within the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Commission issued thereunder.
| Very truly yours, | |
| /s/ Fulbright & Jaworski L.L.P. | |
| FULBRIGHT & JAWORSKI L.L.P. |
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