Attached files

file filename
S-1/A - FORM S-1/A - PAA NATURAL GAS STORAGE LPh69298a3sv1za.htm
EX-3.4 - EX-3.4 - PAA NATURAL GAS STORAGE LPh69298a3exv3w4.htm
EX-5.1 - EX-5.1 - PAA NATURAL GAS STORAGE LPh69298a3exv5w1.htm
EX-10.3 - EX-10.3 - PAA NATURAL GAS STORAGE LPh69298a3exv10w3.htm
EX-10.5 - EX-10.5 - PAA NATURAL GAS STORAGE LPh69298a3exv10w5.htm
EX-10.6 - EX-10.6 - PAA NATURAL GAS STORAGE LPh69298a3exv10w6.htm
EX-10.1 - EX-10.1 - PAA NATURAL GAS STORAGE LPh69298a3exv10w1.htm
EX-21.1 - EX-21.1 - PAA NATURAL GAS STORAGE LPh69298a3exv21w1.htm
EX-10.4 - EX-10.4 - PAA NATURAL GAS STORAGE LPh69298a3exv10w4.htm
EX-10.9 - EX-10.9 - PAA NATURAL GAS STORAGE LPh69298a3exv10w9.htm
EX-10.10 - EX-10.10 - PAA NATURAL GAS STORAGE LPh69298a3exv10w10.htm
Exhibit 8.1
April 13, 2010
PAA Natural Gas Storage, L.P.
333 Clay Street, Suite 1500
Houston, Texas 77002
Ladies and Gentlemen:
          We have acted as counsel for PAA Natural Gas Storage, L.P. (the “Partnership”), a Delaware limited partnership, with respect to certain legal matters in connection with the offer and sale of common units representing limited partnership interests in the Partnership. We have also participated in the preparation of a Registration Statement on Form S-1 and the amendments thereto being collectively referred to herein as 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 Income 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 by 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.
Very truly yours,
Vinson & Elkins L.L.P.
Vinson & Elkins LLP Attorneys at Law Austin Beijing Dallas Dubai
  First City Tower, 1001 Fannin Street, Suite 2300, Houston, TX 77002
Houston London Moscow New York Shanghai Tokyo Washington
  Tel 713.758.2222 Fax 713.758.2346