Attached files
file | filename |
---|---|
8-K - FORM 8-K - Calumet Specialty Products Partners, L.P. | h68975e8vk.htm |
EX-5.1 - EX-5.1 - Calumet Specialty Products Partners, L.P. | h68975exv5w1.htm |
EX-1.1 - EX-1.1 - Calumet Specialty Products Partners, L.P. | h68975exv1w1.htm |
EX-99.2 - EX-99.2 - Calumet Specialty Products Partners, L.P. | h68975exv99w2.htm |
EX-99.1 - EX-99.1 - Calumet Specialty Products Partners, L.P. | h68975exv99w1.htm |
Exhibit 8.1
December 8, 2009
Calumet Specialty Products Partners, L.P.
2780 Waterfront Pkwy E. Drive
Suite 200
Indianapolis, Indiana 46214
2780 Waterfront Pkwy E. Drive
Suite 200
Indianapolis, Indiana 46214
RE: | CALUMET SPECIALTY PRODUCTS PARTNERS, L.P. REGISTRATION STATEMENT ON FORM S-3 |
Ladies and Gentlemen:
We have acted as counsel for Calumet Specialty Products Partners, L.P. (the Partnership), a
Delaware limited partnership, with respect to certain legal matters in connection with the offer
and sale of common units representing limited partner interests in the Partnership. We have also
participated in the preparation of a Prospectus Supplement dated December 8, 2009 (the Prospectus
Supplement) and the Prospectus dated November 9, 2007 (the Prospectus) forming part of the
Registration Statement on Form S-3, No. 333-145657 (the Registration Statement). In connection
therewith, we prepared the discussions (the Discussions) set forth under the caption Material
Tax Consequences in the Prospectus and under the caption Tax Consequences in the Prospectus
Supplement.
All statements of legal conclusions contained in the Discussions, unless otherwise noted, are
our opinion with respect to the matters set forth therein as of the date hereof. In addition, we
are of the opinion that the Discussions with respect to those matters as to which no legal
conclusions are provided are accurate discussions of such federal income tax matters (except for
the representations and statements of fact by the Partnership and its general partner, included in
the Discussion, as to which we express no opinion).
We hereby consent to the filing of this opinion of counsel as Exhibit 8.1 to the Current
Report on Form 8-K of the Partnership dated on or about the date hereof, to the incorporation by
reference of this opinion of counsel into the Registration Statement and to the reference to our
firm in the Prospectus Supplement and the Prospectus. In giving such consent, we do not 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 issued thereunder.
Very truly yours,
/s/ VINSON & ELKINS L.L.P.
Vinson & Elkins L.L.P.