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EX-23.1 - EX-23.1 - Tallgrass Energy, LPd874172dex231.htm
S-1MEF - S-1MEF - Tallgrass Energy, LPd874172ds1mef.htm

Exhibit 8.1

 

 

LOGO

ONE SHELL PLAZA

910 LOUISIANA

HOUSTON, TEXAS

77002-4995

 

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713.229.1234

FAX    +1

713.229.1522

BakerBotts.com

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JANEIIRO

RIYADH

WASHINGTON

May 6, 2015

Tallgrass Energy GP, LP

4200 W. 115th Street, Suite 350

Leawood, Kansas 66211-2609

Ladies and Gentlemen:

We have acted as counsel to Tallgrass Energy GP, LP, a Delaware limited partnership (the “Partnership”), with respect to certain legal matters in connection with the offer and sale by the Partnership of Class A shares representing limited partner interests in the Partnership. We have also participated in the preparation of a Prospectus (the “Prospectus”), forming part of the Registration Statement on Form S-1, No. 333-202258, as amended (such registration statement, together with the registration statement filed by the Partnership on the date hereof pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), being collectively referred to as the “Registration Statement”). In connection therewith, we prepared the discussion set forth under the caption “Material U.S. Federal Income Tax Consequences,” in the Registration Statement (the “Discussion”).

We hereby confirm that all statements of legal conclusions, but not statements of factual matters, 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 Partnership’s and its general partner’s 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 “Legal Matters” in the Prospectus. In giving 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.