Attached files
file | filename |
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8-K - FORM 8-K - Spectra Energy Partners, LP | h82962e8vk.htm |
EX-1.1 - EX-1.1 - Spectra Energy Partners, LP | h82962exv1w1.htm |
EX-5.1 - EX-5.1 - Spectra Energy Partners, LP | h82962exv5w1.htm |
Exhibit 8.1
June 14, 2011
Spectra Energy Partners, LP
5400 Westheimer Court
Houston, Texas 77056
5400 Westheimer Court
Houston, Texas 77056
Re: Spectra Energy Partners, LP Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel for Spectra Energy Partners, LP (the Partnership), a Delaware
limited partnership, with respect to certain legal matters in connection with the offer and
sale by the Partnership of common units representing limited partner interests in the Partnership.
We have also participated in the preparation of a Prospectus dated May 18, 2011 (the Prospectus)
and a Prospectus Supplement dated June 9, 2011 (the Prospectus Supplement) forming part of the
Registration Statement on Form S-3 (the Registration Statement). In connection therewith, we
prepared the discussion set forth under the caption Material Tax Considerations in the Prospectus
and Tax Consequences 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 in the discussion under the caption Material Tax
Consequences in the Prospectus as updated by the discussion set forth under the caption Material
Tax Considerations in the Prospectus Supplement 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 and the Prospectus Supplement. 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 of 1933, as amended.
Very truly yours, |
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/s/ VINSON & ELKINS L.L.P. | ||||
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 |