Attached files

file filename
S-1/A - AMENDMENT NO. 5 TO FORM S-1 - East Dubuque Nitrogen Partners, L.P.d211007ds1a.htm
EX-5.1 - OPINION OF LATHAM & WATKINS LLP - East Dubuque Nitrogen Partners, L.P.d211007dex51.htm
EX-10.30 - FORM OF INDEMNIFICATION AGREEMENT - East Dubuque Nitrogen Partners, L.P.d211007dex1030.htm
EX-10.29 - COMMITMENT LETTER - East Dubuque Nitrogen Partners, L.P.d211007dex1029.htm

Exhibit 8.1


LOGO    811 Main Street, Suite 3700
   Houston, TX 77002
   Tel: +1.713.546.5400  Fax: +1.713.546.5401


   Abu Dhabi    Moscow
   Barcelona    Munich
   Beijing    New Jersey
   Boston    New York
   Brussels    Orange County
   Chicago    Paris
   Doha    Riyadh
October 28, 2011    Dubai    Rome
   Frankfurt    San Diego
   Hamburg    San Francisco
   Hong Kong    Shanghai
   Houston    Silicon Valley
   London    Singapore
   Los Angeles    Tokyo
   Madrid    Washington, D.C.

Rentech Nitrogen Partners, L.P.

10877 Wilshire Boulevard, Suite 600

Los Angeles, California 90024


  Re: Rentech Nitrogen Partners, L.P.

Ladies and Gentlemen:

We have acted as special counsel to Rentech Nitrogen Partners, L.P., a Delaware limited partnership (the “Partnership”), in connection with the proposed issuance of up to 17,250,000 common units representing limited partner interests in the Partnership (the “Common Units”). The Common Units are included in a registration statement on Form S-1 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on August 5, 2011 (Registration No. 333-176065), (as amended as of the effective date thereof, the “Registration Statement”).

This opinion is based on various facts and assumptions, and is conditioned upon certain representations made by the Partnership as to factual matters through a certificate of an officer of the Partnership (the “Officer’s Certificate”). In addition, this opinion is based upon the factual representations concerning the business, properties and governing documents of the Partnership, as set forth in the Registration Statement, to which this opinion is an exhibit, the Partnership’s prospectus dated October 26, 2011 relating to the Common Units (the “Prospectus”) and the Partnership’s responses to our examinations and inquiries.

In our capacity as counsel to the Partnership, we have made such legal and factual examinations and inquiries, including an examination of originals or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments, as we have deemed necessary or appropriate for purposes of this opinion. In our examination, we have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures thereon, the legal capacity of natural persons executing such documents and the conformity to authentic original documents of all documents submitted to us as copies. For the purpose of our opinion, we have not made an independent investigation or audit of the facts set forth in the above-referenced documents or in the Officer’s Certificate. In addition, in rendering this opinion we have assumed the truth and accuracy of all representations and statements made to us which are qualified as to knowledge or belief, without regard to such qualification.

October 28, 2011

Page 2



We are opining herein as to the effect on the subject transaction only of the federal income tax laws of the United States and we express no opinion with respect to the applicability thereto, or the effect thereon, of other federal laws, foreign laws, the laws of any state or any other jurisdiction or as to any matters of municipal law or the laws of any other local agencies within any state.

Based on the facts, assumptions and representations set forth herein, the statements in the Prospectus under the caption “Material U.S. Federal Income Tax Consequences,” insofar as such statements purport to constitute summaries of United States federal income tax law and regulations or legal conclusions with respect thereto, constitute the opinion of Latham & Watkins LLP as to the material U.S. federal income tax consequences of the matters described therein.

No opinion is expressed as to any matter not discussed herein.

This opinion is rendered to you as of the effective date of the Registration Statement, and we undertake no obligation to update this opinion subsequent to the date hereof. This opinion is based on various statutory provisions, regulations promulgated thereunder and interpretations thereof by the Internal Revenue Service and the courts having jurisdiction over such matters, all of which are subject to change either prospectively or retroactively. Also, any variation or difference in the facts from those set forth in the representations described above, including in the Registration Statement, the Prospectus and the Officer’s Certificate, may affect the conclusions stated herein.

This opinion is furnished to you, and is for your use in connection with the transactions set forth in the Registration Statement and the Prospectus. This opinion may not be relied upon by you for any other purpose or furnished to, assigned to, quoted to or relied upon by any other person, firm or other entity, for any purpose, without our prior written consent, except that this opinion may be relied upon by persons entitled to rely on it pursuant to applicable provisions of federal securities law, including purchasers of the Common Units in this offering.

We hereby consent to the filing of this opinion as an exhibit to the Prospectus and to the use of our name under the caption “Material U.S. Federal Income Tax Consequences” in 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 or the rules or regulations of the Securities and Exchange Commission promulgated thereunder.

Very truly yours,