Attached files
file | filename |
---|---|
EX-5.1 - EX-5.1 - Western Midstream Operating, LP | h84786exv5w1.htm |
8-K - FORM 8-K - Western Midstream Operating, LP | h84786e8vk.htm |
EX-1.1 - EX-1.1 - Western Midstream Operating, LP | h84786exv1w1.htm |
Exhibit 8.1
Boston
Frankfurt
Hartford
Hong Kong
London
Los Angeles
New York
Orange County
San Francisco
Santa Monica
Silicon Valley
Tokyo
Washington
Bingham McCutchen LLP
2020 K Street NW
Washington, DC
20006-1806
T +1.202.373.6000
F +1.202.373.6001
bingham.com
2020 K Street NW
Washington, DC
20006-1806
T +1.202.373.6000
F +1.202.373.6001
bingham.com
September
20, 2011
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 September 20, 2011 (the Prospectus Supplement) and
the Prospectus dated May 9, 2011 (the Prospectus). In connection therewith, we prepared the
discussion set forth under the caption Income Tax Considerations in the Prospectus and prepared
the discussion set forth under the caption Certain 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 Income Tax Considerations and (ii) as of
the effective date of the Prospectus Supplement in respect of the discussion set forth under the
caption Certain 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 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. In giving such consent, we do not thereby admit that we
are within the category of persons whose consent is required under Section 7 of the Securities Act
of 1933, as amended, or the rules or regulations of the Securities and Exchange Commission
promulgated thereunder.
Very truly yours, |
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/s/ Bingham McCutchen LLP | ||||
Bingham McCutchen LLP | ||||