Attached files
file | filename |
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8-K - FORM 8-K - Williams Partners L.P. | c60483e8vk.htm |
EX-1.1 - EX-1.1 - Williams Partners L.P. | c60483exv1w1.htm |
EX-5.1 - EX-5.1 - Williams Partners L.P. | c60483exv5w1.htm |
EX-99.2 - EX-99.2 - Williams Partners L.P. | c60483exv99w2.htm |
EX-99.1 - EX-99.1 - Williams Partners L.P. | c60483exv99w1.htm |
Exhibit 8.1
600 Travis, Suite 4200 Houston, Texas 77002 713.220.4200 Phone 713.220.4285 Fax andrewskurth.com |
September 27, 2010
Williams Partners L.P.
One Williams Center
Tulsa, Oklahoma 74172
One Williams Center
Tulsa, Oklahoma 74172
Ladies and Gentlemen:
We have acted as special counsel to Williams Partners L.P., a Delaware limited partnership
(the Partnership), in connection with the offering and sale (the Offering) of
up to 10,637,500 common units representing limited partner interests in the Partnership (the
Common Units) pursuant to the registration statement on Form S-3ASR dated October 28,
2009 (the Registration Statement), filed under the Securities Act of 1933, as amended
(the Act), and the prospectus supplement dated September 23, 2010. 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
Austin Beijing Dallas Houston London New York The Woodlands Washington, DC
Williams Partners L.P.
September 27, 2010
Page 2
September 27, 2010
Page 2
Discussion.
In giving this consent, we do not admit that we are experts under the Act 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, |
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/s/ ANDREWS KURTH LLP | ||||
Austin Beijing Dallas Houston London New York The Woodlands Washington, DC