Attached files
file | filename |
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EX-23.1 - EX-23.1 - VALERO ENERGY PARTNERS LP | d630671dex231.htm |
EX-5.1 - EX-5.1 - VALERO ENERGY PARTNERS LP | d630671dex51.htm |
S-1/A - AMENDMENT NO. 3 TO FORM S-1 - VALERO ENERGY PARTNERS LP | d630671ds1a.htm |
Exhibit 8.1
ONE SHELL PLAZA | ABU DHABI | HOUSTON | ||||||
910 LOUISIANA | AUSTIN | LONDON | ||||||
HOUSTON, TEXAS | BEIJING | MOSCOW | ||||||
77002-4995 | BRUSSELS | NEW YORK | ||||||
DALLAS | PALO ALTO | |||||||
TEL +1 713.229.1234 | DUBAI | RIO DE JANEIRO | ||||||
FAX +1 713.229.1522 | HONG KONG | RIYADH | ||||||
BakerBotts.com | WASHINGTON |
December 2, 2013
Valero Energy Partners LP
One Valero Way
San Antonio, Texas 78249
Ladies and Gentlemen:
We have acted as counsel to Valero Energy Partners LP, a Delaware limited partnership (the Partnership), in connection with the registration under the Securities Act of 1933, as amended (the Securities Act), of the offering and sale by the Partnership of an aggregate 15,000,000 common units representing limited partner interests in the Partnership (the Common Units) and up to an additional 2,250,000 Common Units pursuant to the underwriters option to purchase additional Common Units as set forth in the Registration Statement on Form S-1 (File No. 333-191259), as amended (the Registration Statement) filed by the Partnership with the Securities and Exchange Commission (the Commission). In connection therewith, we prepared the discussion set forth under the caption Material Federal Income Tax Consequences in the Prospectus (the Discussion).
We hereby confirm that all statements of legal conclusions contained in the Discussion constitute the opinion of Baker Botts L.L.P. with respect to the matters set forth therein as of the effective date of the Registration Statement, subject to the assumptions, qualifications, and limitations set forth therein.
In providing this opinion, we have examined and are relying upon the truth and accuracy at all relevant times of (i) the Partnerships and its general partners statements, covenants, and representations contained in the Registration Statement, (ii) a representation letter provided to us by the Partnership in support of this opinion, and (iii) other information provided to us by the representatives of the Partnership.
We hereby consent to the filing of this opinion as Exhibit 8.1 to the Registration Statement and to the reference to our firm and this opinion in the Discussion and under the caption Validity of the Common Units in the Prospectus. We further consent to the incorporation by reference of this opinion and consent into any registration statement filed pursuant to Rule 462(b) under the Securities Act with respect to the Common Units. In giving
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Valero Energy Partners LP | - 2 - | December 2, 2013 |
this consent, we do not hereby 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 thereunder.
Very truly yours, |
/s/ Baker Botts L.L.P. |