Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - NATURAL RESOURCE PARTNERS LP | h80820e8vk.htm |
| EX-1.1 - EX-1.1 - NATURAL RESOURCE PARTNERS LP | h80820exv1w1.htm |
Exhibit 8.1
March 21, 2011
Natural Resource Partners L.P.
6601 Jefferson, Suite 3600
Houston, Texas 77002
6601 Jefferson, Suite 3600
Houston, Texas 77002
RE: Natural Resource Partners L.P.
Ladies and Gentlemen:
We have acted as counsel for Natural Resource Partners L.P. (the “Partnership”), a Delaware
limited partnership, with respect to certain legal matters in connection with the offer and sale by
the selling unitholder listed in the Registration Statement (as defined below) of common units
representing limited partner interests in the Partnership. We have also participated in the
preparation of a Prospectus dated March 19, 2010 (the “Prospectus”) and a Prospectus Supplement
dated March 17, 2011 (the “Prospectus Supplement”) forming part of the Registration Statement on
Form S-3 (the “Registration Statement”). In connection therewith, we prepared the discussions set
forth under the caption “Material Income Tax Considerations” in the Prospectus and “U.S. Federal
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 Considerations,” and
(ii) as of the effective date of the Prospectus Supplement in respect of the discussion set forth
under the caption “U.S. Federal 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, |
||||
| /s/ VINSON & ELKINS L.L.P. |
||||
| Vinson & Elkins L.L.P. | ||||
Vinson & Elkins LLP Attorneys at Law Austin Beijing Dallas Dubai Houston London Moscow New York Shanghai Tokyo Washington |
First City Tower, 1001 Fannin Street, Suite 2300, Houston, TX 77002 Tel 713.758.2222 Fax 713.758.2346 www.velaw.com |