Attached files
file | filename |
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8-K - FORM 8-K - Copano Energy, L.L.C. | h69929e8vk.htm |
EX-5.1 - EX-5.1 - Copano Energy, L.L.C. | h69929exv5w1.htm |
EX-1.1 - EX-1.1 - Copano Energy, L.L.C. | h69929exv1w1.htm |
EX-99.1 - EX-99.1 - Copano Energy, L.L.C. | h69929exv99w1.htm |
Exhibit 8.1
March 5, 2010
Copano Energy, L.L.C.
2727 Allen Parkway, Suite 1200
Houston, Texas 77019
2727 Allen Parkway, Suite 1200
Houston, Texas 77019
RE: Copano Energy, L.L.C.; Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel for Copano Energy, L.L.C. (the Company), a Delaware limited liability
company, with respect to certain legal matters in connection with the offer and sale of common
units representing limited liability company interests in the Company. We have also participated
in the preparation of a Prospectus Supplement dated March 3, 2010 (the Prospectus Supplement) and
the Prospectus dated November 2, 2009 (the Prospectus) forming part of the Registration
Statement on Form S-3 File No. 333-162821 (the Registration Statement), to which this opinion is
an exhibit.
In connection therewith, we prepared the discussions (the Discussions) set forth under the
caption Material Tax Consequences in the Prospectus and the Prospectus Supplement. Capitalized
terms not defined herein shall have the meanings ascribed to them in the Registration Statement.
All statements of legal conclusions contained in the Discussions, unless otherwise noted, are our
opinion with respect to the matters set forth therein as of the effective date of the Registration
Statement as qualified by the limitations contained in the Discussions. In addition, we are of the
opinion that the Discussions with respect to those matters as to which no legal conclusions are
provided are accurate discussions of such federal income tax matters (except for the
representations and statements of fact by the Company, included in the Discussions, as to which we
express no opinion).
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 Company 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 and the Prospectus. 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 or
the rules and regulations of the Commission issued thereunder.
Very truly yours, |
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/s/ VINSON & ELKINS L.L.P. | ||||
Vinson & Elkins L.L.P. | ||||
Vinson & Elkins LLP Attorneys at Law Austin Beijing Dallas Dubai
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First City Tower, 1001 Fannin Street, Suite 2300, Houston, TX 77002-6760 | |
Houston London Moscow New York Shanghai Tokyo Washington
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Tel 713.758.2222 Fax 713.758.2346 www.velaw.com |