Attached files

file filename
8-K - 8-K - LRR Energy, L.P.a14-4981_18k.htm
EX-23.3 - EX-23.3 - LRR Energy, L.P.a14-4981_1ex23d3.htm
EX-1.1 - EX-1.1 - LRR Energy, L.P.a14-4981_1ex1d1.htm
EX-23.2 - EX-23.2 - LRR Energy, L.P.a14-4981_1ex23d2.htm
EX-5.1 - EX-5.1 - LRR Energy, L.P.a14-4981_1ex5d1.htm
EX-99.2 - EX-99.2 - LRR Energy, L.P.a14-4981_1ex99d2.htm
EX-99.1 - EX-99.1 - LRR Energy, L.P.a14-4981_1ex99d1.htm

Exhibit 8.1

 

Andrews Kurth LLP
600 Travis, Suite 4200
Houston, Texas 77002
+1.713.220.4200 Phone
+1.713.220.4285 Fax
andrewskurth.com

Austin
Beijing
Dallas
Dubai
Houston
London
New York
Research Triangle Park
The Woodlands
Washington, DC

 

February 4, 2014

 

LRE GP, LLC

LRR Energy, L.P.

Heritage Plaza

1111 Bagby St., Suite 4600

Houston, Texas 77002

 

Ladies and Gentlemen:

 

We have acted as special counsel to LRR Energy, L.P., a Delaware limited partnership (the “Partnership”), in connection with the preparation of a prospectus supplement dated February 4, 2014 (the “Prospectus Supplement”) forming a part of the registration statement on Form S-3 (File No. 333-190865) (the “Registration Statement”), filed with the Securities and Exchange Commission (the “SEC”) and declared effective on September 10, 2013, relating to the registration of the offering and sale (the “Offering”) of common units representing limited partner interests in the Partnership having an aggregate offering price of up to $75,000,000 (the “Units”) from time to time pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Act”).

 

In connection therewith, we have participated in the preparation of the discussion set forth under the caption, “Material Tax Consequences,” in the Registration Statement, as modified by the statements in the Prospectus Supplement under the caption, “Material Tax Considerations” (the “Discussion”).  The Discussion, subject to the qualifications and assumptions stated in the Discussion and the limitations and qualifications set forth herein, constitutes our opinion as to the material United States federal income tax consequences for purchasers of the Units pursuant to the Offering.

 

This opinion letter is limited to the matters set forth herein, and no opinions are intended to be implied or may be inferred beyond those expressly stated herein.  Our opinion is rendered as of the date hereof, and we assume no obligation to update or supplement this opinion or any matter related to this opinion to reflect any change of fact, circumstances, or law after the effective date of the Registration Statement.  In addition, our opinion is based on the assumption that the matter will be properly presented to the applicable court.

 



 

Furthermore, our opinion is not binding on the Internal Revenue Service or a court.  In addition, we must note that our opinion represents merely our best legal judgment on the matters presented and that others may disagree with our conclusion.  There can be no assurance that the Internal Revenue Service will not take a contrary position or that a court would agree with our opinion if litigated.

 

We hereby consent to the filing of this opinion as an exhibit to a Current Report on Form 8-K of the Partnership and to the references to our firm and this opinion contained in the Discussion.  In giving this consent, we do not admit that we are “experts” under the Act or under the rules and regulations of the SEC relating thereto, with respect to any part of the Registration Statement, including this exhibit to the Current Report on Form 8-K.

 

 

Very truly yours,

 

 

 

/s/ Andrews Kurth LLP

 

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