Attached files
Exhibit
8.1
 |
600 Travis,
Suite 4200
Houston,
Texas 77002
713.220.4200
Phone
713.220.4285
Fax
andrewskurth.com
|
January 14,
2010
|
El Paso
Pipeline Partners, L.P.
1001
Louisiana St.
Houston,
TX 77002
|
Gentlemen:
We have acted as
special counsel to El Paso Pipeline Partners, L.P., a Delaware limited
partnership (the “Partnership”), in
connection with the offering and sale (the “Offering”) of up to
10,062,500 common units representing limited partner interests in the
Partnership (the “Common Units”)
pursuant to the registration statement on Form S-3 dated March 24, 2009
(Registration No. 333-156978, the “Registration
Statement”), filed under the Securities Act of 1933, as amended, and the
prospectus supplement dated January 13, 2010 (the “Prospectus
Supplement”). In connection therewith, we have participated in
the preparation of the discussion set forth under the caption “Material Tax
Considerations” (the “Discussion”) in the
Registration Statement.
The Discussion,
subject to the qualifications and assumptions stated in the Discussion and the
limitations and qualifications set forth herein, constitutes our opinion as to
the material United States federal income tax consequences for purchasers of the
Common Units pursuant to the Offering.
This opinion letter
is limited to the matters set forth herein, and no opinions are intended to be
implied or may be inferred beyond those expressly stated herein. Our
opinion is rendered as of the date hereof and we assume no obligation to update
or supplement this opinion or any matter related to this opinion to reflect any
change of fact, circumstances, or law after the date hereof. In
addition, our opinion is based on the assumption that the matter will be
properly presented to the applicable court.
Furthermore, our
opinion is not binding on the Internal Revenue Service or a court. In
addition, we must note that our opinion represents merely our best legal
judgment on the matters presented and that others may disagree with our
conclusion. There can be no assurance that the Internal Revenue
Service will not take a contrary position or that a court would agree with our
opinion if litigated.
We hereby consent
to the filing of this opinion as an exhibit to a Current Report on Form 8-K of
the Partnership and to the references to our firm and this opinion contained in
the Prospectus Supplement forming a part of the Registration
Statement. In giving this consent, we do not admit that we are
“experts” under the Securities Act of 1933, as amended, or under the rules and
regulations of the Securities and Exchange Commission relating thereto, with
respect to any part of the Registration Statement, including this exhibit to the
Current Report on Form 8-K.
Very truly
yours,
/s/ Andrews Kurth
LLP