Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - MARTIN MIDSTREAM PARTNERS L.P. | d75293e8vk.htm |
| EX-1.1 - EX-1.1 - MARTIN MIDSTREAM PARTNERS L.P. | d75293exv1w1.htm |
| EX-5.1 - EX-5.1 - MARTIN MIDSTREAM PARTNERS L.P. | d75293exv5w1.htm |
| EX-99.1 - EX-99.1 - MARTIN MIDSTREAM PARTNERS L.P. | d75293exv99w1.htm |
Exhibit 8.1
|
2800 JPMorgan Chase Tower, 600 Travis Houston, Texas 77002 Telephone: 713-226-1200 Fax: 713-223-3717 www.lockelord.com : |
August
11, 2010
Martin Midstream Partners L.P.
4200 Stone Road
Kilgore, Texas 75662
4200 Stone Road
Kilgore, Texas 75662
Ladies and Gentlemen:
We have acted as counsel to Martin Midstream Partners L.P., a Delaware limited partnership
(the “Partnership”), with respect to certain legal matters in connection with the offer and
sale by the Partnership of its common units representing limited partner interests (the “Common
Units”). We have also participated in the preparation of the Partnership’s Prospectus
Supplement, dated August 11, 2010 (the “Prospectus Supplement”), which supplements the
Partnership’s Registration Statement on Form S-3 (File No. 333-148146).
In connection therewith, we prepared the discussion set forth under the caption “Material Tax
Considerations” in the Prospectus Supplement (the “Discussion”).
We hereby confirm that all statements of legal conclusions contained in the Discussion reflect
the opinion of Locke Lord Bissell & Liddell LLP with respect to the matters set forth therein as of
the date of the Prospectus Supplement, subject to the assumptions, qualifications, exceptions and
limitations set forth therein, and excepting the representations and statements of fact of the
Partnership and its general partner included in the Discussion, as to which we express no opinion.
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 Partnership’s
Prospectus dated January 3, 2008, and the Prospectus Supplement, (ii) certain other filings made by
the Partnership with the Securities and Exchange Commission (“SEC”) and (iii) other
information provided to us by the Partnership and its general partner.
We hereby consent to the filing of this opinion as an exhibit to the Current Report on Form
8-K and to the use of our name in the Discussion in the Prospectus Supplement. In giving this
consent, we do not hereby 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 SEC thereunder.
Very truly yours,
/s/ Locke Lord Bissell & Liddell LLP
LOCKE LORD BISSELL & LIDDELL LLP