Attached files
file | filename |
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8-K - FORM 8-K - Western Midstream Operating, LP | h77657e8vk.htm |
EX-5.1 - EX-5.1 - Western Midstream Operating, LP | h77657exv5w1.htm |
EX-1.1 - EX-1.1 - Western Midstream Operating, LP | h77657exv1w1.htm |
Exhibit 8.1
[Bingham McCutchen LLP Letterhead]
November 12, 2010
Western Gas Partners, LP
1201 Lake Robbins Drive
The Woodlands, Texas 77380-1046
1201 Lake Robbins Drive
The Woodlands, Texas 77380-1046
Ladies and Gentlemen:
We have acted as special tax counsel to Western Gas Partners, LP (the Partnership), a
Delaware limited partnership, in connection with the offer and sale by the Partnership of common
units representing limited partner interests in the Partnership. We also have participated in the
preparation of a Prospectus Supplement dated November 9, 2010 (the Prospectus Supplement) and the
Prospectus dated August 17, 2009. In connection therewith, we adopted the discussion set forth
under the caption Income Tax Considerations in the Prospectus (including the opinions of McKee
Nelson LLP stated therein) and prepared the discussion set forth under the
caption Material Tax
Considerations in the Prospectus Supplement (together, the Discussions).
All statements of legal conclusions contained in the Discussions, unless otherwise noted, are
our opinion with respect to the matters set forth therein (i) as of the date of the Prospectus in
respect of the discussion set forth under the caption Income Tax Considerations and (ii) as of
the effective date of the Prospectus Supplement in respect of the discussion set forth under the
caption Material Tax Considerations, in both cases 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 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 Discussions, as to which we express no opinion).
We hereby consent to the filing of this opinion as Exhibit 8.1 to the Current Report on Form
8-K of the Partnership dated on or about the date hereof and to the use of our name in the
Prospectus Supplement and the Prospectus. 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, |
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/s/ Bingham McCutchen LLP | ||||
Bingham McCutchen LLP | ||||