Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - Targa Resources Partners LP | h79141e8vk.htm |
| EX-1.1 - EX-1.1 - Targa Resources Partners LP | h79141exv1w1.htm |
| EX-1.2 - EX-1.2 - Targa Resources Partners LP | h79141exv1w2.htm |
| EX-5.1 - EX-5.1 - Targa Resources Partners LP | h79141exv5w1.htm |
| EX-99.2 - EX-99.2 - Targa Resources Partners LP | h79141exv99w2.htm |
| EX-99.1 - EX-99.1 - Targa Resources Partners LP | h79141exv99w1.htm |
Exhibit 8.1
January 24, 2011
Targa Resources Partners LP
1000 Louisiana, Suite 4300
Houston, Texas 77002
1000 Louisiana, Suite 4300
Houston, Texas 77002
| RE: | Targa Resources Partners LP |
Ladies and Gentlemen:
We have acted as counsel for Targa Resources Partners. (the “Partnership”), a Delaware limited
partnership, with respect to certain legal matters in connection with the offer and sale by certain
selling unitholders of common units representing limited partner interests in the Partnership. We
have also participated in the preparation of a Prospectus dated April 8, 2010 (the “Prospectus”)
and a Prospectus Supplement dated January 20, 2011 (the “Prospectus Supplement”) forming part of
the Registration Statement on Form S-3 No. 333-165959 (the “Registration Statement”). In
connection therewith, we prepared the discussion set forth under the caption “Material Income Tax
Consequences” in the Prospectus and “Material Income 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 “Material Income Tax Consequences,” and (ii)
as of the effective date of the Prospectus Supplement in respect of the discussion set forth under
the caption “Material Income 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 are accurate discussions 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 of counsel as Exhibit 8.1 to the Current
Report on Form 8-K of the Partnership dated on or about the date hereof, to the incorporation by
reference of this opinion of counsel into the Registration Statement and to the reference to our
firm in the Prospectus Supplement and the Prospectus. In giving such consent, we do not 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 Commission issued thereunder.
| Very truly yours, |
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| /s/ VINSON & ELKINS L.L.P. |
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| Vinson & Elkins L.L.P. | ||||
Vinson & Elkins LLP Attorneys at Law Austin Beijing Dallas Dubai
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First City Tower, 1001 Fannin Street, Suite 2300, Houston, TX 77002 | |
Houston London Moscow New York Shanghai Tokyo Washington
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Tel 713.758.2222 Fax 713.758.2346 www.velaw.com |