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EX-99.2 - EX-99.2 - Ares Management Corpa16-13060_2ex99d2.htm
EX-99.1 - EX-99.1 - Ares Management Corpa16-13060_2ex99d1.htm
EX-10.5 - EX-10.5 - Ares Management Corpa16-13060_2ex10d5.htm
EX-10.4 - EX-10.4 - Ares Management Corpa16-13060_2ex10d4.htm
EX-10.3 - EX-10.3 - Ares Management Corpa16-13060_2ex10d3.htm
EX-10.2 - EX-10.2 - Ares Management Corpa16-13060_2ex10d2.htm
EX-10.1 - EX-10.1 - Ares Management Corpa16-13060_2ex10d1.htm
EX-8.2 - EX-8.2 - Ares Management Corpa16-13060_2ex8d2.htm
EX-5.1 - EX-5.1 - Ares Management Corpa16-13060_2ex5d1.htm
EX-4.1 - EX-4.1 - Ares Management Corpa16-13060_2ex4d1.htm
EX-3.1 - EX-3.1 - Ares Management Corpa16-13060_2ex3d1.htm
8-K - 8-K - Ares Management Corpa16-13060_28k.htm

Exhibit 8.1

 

Proskauer Rose LLP   Eleven Times Square   New York, NY 10036-8299

 

 

 

June 8, 2016

 

Ares Management LP

2000 Avenue of the Stars, 12th Floor

Los Angeles, California 90067

 

Ladies and Gentlemen:

 

We have acted as U.S. federal tax counsel for Ares Management, L.P., a Delaware limited partnership (the “Partnership”), in connection with the Partnership’s Registration Statement on Form S-3 (File No. 333-211239) (the “Registration Statement”) filed by the Partnership with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), relating to the issuance by the Partnership of up to 12,650,000 7.00% Series A Preferred Units (the “Preferred Units”) representing limited partnership interests in the Partnership (including 1,650,000 Preferred Units that may be issued pursuant to the exercise of the underwriters’ option to purchase 1,650,000 additional Preferred Units) pursuant to an Underwriting Agreement, dated June 1, 2016, among the Partnership, Ares Management GP LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), Ares Holdings L.P., Ares Domestic Holdings L.P., Ares Offshore Holdings L.P., Ares Investments L.P., Ares Real Estate Holdings L.P. and the several underwriters named therein.

 

In so acting, we have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Registration Statement, (ii) the prospectus contained in the Registration Statement (the “Prospectus”), (iii) the prospectus supplement, dated June 1, 2016, to the Prospectus (the “Prospectus Supplement”) and (iv) a form of the Second Amended and Restated Agreement of Limited Partnership of the Partnership, among the General Partner and the limited partners party thereto, entered into in connection with the issuance of the Preferred Units.  We have also examined originals or duplicates or certified or conformed copies of such records, agreements, documents and other instruments, and have made such other and further investigations, as we have deemed relevant and necessary in connection with the opinion hereinafter set forth.  As to matters of fact material to this opinion letter, we have relied upon certificates and comparable documents of public officials and of officers and representatives of the Partnership and the General Partner.

 

In rendering the opinion set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified conformed copies and the authenticity of the originals of such latter documents.  We have further assumed that any documents will be executed by the parties in the forms provided to and reviewed by us.

 

 

 

Beijing | Boca Raton | Boston | Chicago | Hong Kong | London | Los Angeles | New Orleans | New York | Newark | Paris | São Paulo | Washington, DC

 



 

 

June 8, 2016

Page 2

 

Based on the foregoing, and subject to the qualifications, assumptions and limitations stated herein and in the Registration Statement, the Prospectus and the Prospectus Supplement, the statements made in the Prospectus under the caption “Material U.S. Federal Tax Considerations” (excluding the discussion in “Material U.S. Federal Tax Considerations —Taxation of Ares Management, L.P.”), as supplemented by the statements made in the Prospectus Supplement under the caption “Additional Material U.S. Federal Income Tax Considerations,” constitute accurate summaries of the matters described therein in all material respects, insofar as they purport to constitute summaries of matters of United States federal tax laws and regulations or legal conclusions with respect thereto.

 

We do not express any opinion herein concerning any law other than the federal tax law of the United States.

 

We hereby consent to the filing of this opinion letter as Exhibit 8.1 to the Partnership’s Current Report on Form 8-K, dated June 8, 2016, and to the reference to our firm under the captions “Legal Matters,” “Material U.S. Federal Tax Considerations” and “Additional Material U.S. Federal Income Tax Considerations” in the Prospectus and the Prospectus Supplement. In giving the foregoing consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

 

Very truly yours,

 

 

/s/ PROSKAUER ROSE LLP