Attached files
| file | filename |
|---|---|
| 8-K - Harvest Oil & Gas Corp. | v174196_8k.htm |
| EX-99.3 - Harvest Oil & Gas Corp. | v174196_ex99-3.htm |
| EX-5.1 - Harvest Oil & Gas Corp. | v174196_ex5-1.htm |
| EX-1.1 - Harvest Oil & Gas Corp. | v174196_ex1-1.htm |
| EX-99.1 - Harvest Oil & Gas Corp. | v174196_ex99-1.htm |
| EX-99.2 - Harvest Oil & Gas Corp. | v174196_ex99-2.htm |
February
11, 2010
EV Energy
Partners, L.P.
1001
Fannin, Suite 900
Houston,
Texas 77002
Ladies
and Gentlemen:
We have
acted as counsel to EV Energy Partners, L.P., a Delaware limited partnership
(the “Partnership”),
in connection with the offer and sale by the Partnership of common units
representing limited partner interests in the Partnership. We have also
participated in the preparation of a Prospectus Supplement dated February 9,
2010 (the “Prospectus
Supplement”) and the Prospectus dated December 19, 2007 (the “Prospectus”)
forming part of the Registration Statement on Form S-3
(No. 333-146428) (the “Registration
Statement”) to which this opinion is an exhibit. In connection therewith,
we prepared the discussion set forth under the caption “Material Tax
Considerations” in the Prospectus Supplement and “Material Tax Consequences” in
the Prospectus (together, the “Discussions”).
All
statements of legal conclusions contained in the Discussions, unless otherwise
noted, are our opinion with respect to the matters set forth therein (i) as
of the date of the Prospectus Supplement in respect of the discussion set forth
under the caption “Material Tax Considerations” and (ii) as of the
effective date of the Prospectus in respect of the discussion set forth under
the caption “Material Tax Consequences,” in both cases qualified by the
limitations contained in the Discussions.
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.
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Very
truly yours,
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Haynes
and Boone, LLP
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