Attached files
file | filename |
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8-K - FORM 8-K - ENTERPRISE PRODUCTS PARTNERS L.P. | h72213e8vk.htm |
EX-99.2 - EX-99.2 - ENTERPRISE PRODUCTS PARTNERS L.P. | h72213exv99w2.htm |
EX-1.1 - EX-1.1 - ENTERPRISE PRODUCTS PARTNERS L.P. | h72213exv1w1.htm |
EX-5.1 - EX-5.1 - ENTERPRISE PRODUCTS PARTNERS L.P. | h72213exv5w1.htm |
EX-99.1 - EX-99.1 - ENTERPRISE PRODUCTS PARTNERS L.P. | h72213exv99w1.htm |
600 Travis, Suite 4200 | ||
Houston, Texas 77002 |
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713.220.4200 Phone |
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713.220.4285 Fax |
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andrewskurth.com |
Exhibit 8.1
April 15, 2010
Enterprise Products Partners L.P.
1100 Louisiana, 10th Floor
Houston, TX 77002
1100 Louisiana, 10th Floor
Houston, TX 77002
Ladies and Gentlemen:
We have acted as special counsel to Enterprise Products Partners L.P. (the
Partnership), a Delaware limited partnership with respect to certain legal matters in
connection with the preparation of a prospectus supplement dated April 13, 2010 (the
Prospectus Supplement) forming a part of the Registration Statement on Form S-3 filed by
the Partnership with the Securities and Exchange Commission (the Commission) declared
effective on August 27, 2007 (the Registration Statement) in connection with the offer
and sale (the Offering) of 13,800,000 common units (including 1,800,000 common units
being sold pursuant to the over-allotment option which was exercised in full by the underwriters)
representing limited partner interests in the Partnership (the Common Units). In
connection therewith, we have participated in the preparation of the discussion set forth under the
caption Material U.S. Tax Consequences (the Discussion) in the Registration Statement.
Capitalized terms used and not otherwise defined herein are used as defined 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.
Enterprise Products Partners L.P.
April 15, 2010
Page 2
April 15, 2010
Page 2
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 Discussion.
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 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, |
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/s/ ANDREWS KURTH LLP | ||||