Attached files

file filename
8-K - SUNOCO LOGISTICS PARTNERS LP--FORM 8-K - Energy Transfer Operating, L.P.d8k.htm
EX-5.1 - OPINION OF VINSON & ELKINS L.L.P. - Energy Transfer Operating, L.P.dex51.htm
EX-1.1 - UNDERWRITING AGREEMENT - Energy Transfer Operating, L.P.dex11.htm
EX-99.1 - PRESS RELEASE - Energy Transfer Operating, L.P.dex991.htm

Exhibit 8.1

LOGO

August 25, 2010

Sunoco Logistics Partners L.P.

1818 Market Street, Suite 1500

Philadelphia, Pennsylvania 19103

 

RE: SUNOCO LOGISTICS PARTNERS L.P.; REGISTRATION STATEMENT ON FORM S-3

Ladies and Gentlemen:

We have acted as counsel for Sunoco Logistics 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 liability interests in the Partnership. We have also participated in the preparation of a Prospectus dated February 1, 2010 (the “Prospectus”) and a Prospectus Supplement dated August 24, 2010 (the “Prospectus Supplement”) forming part of the Registration Statement on Form S-3 No. 333-155644, as amended by Post-Effective Amendment No.1 thereto (the “Registration Statement”), to which this opinion is an exhibit.

In connection therewith, we prepared the discussions (the “Discussions”) set forth under the caption “Material Tax Considerations” and “Tax Considerations” in the Prospectus and the Prospectus Supplement, respectively. Capitalized terms not defined herein shall have the meanings ascribed to them in the Registration Statement.

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 effective date of the Registration Statement as 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 and the Prospectus Supplement. This consent does not, however, constitute an admission that we are “experts” within the meaning of such term as used in 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.

 

Vinson & Elkins LLP Attorneys at Law Austin Beijing Dallas Dubai Houston   First City Tower, 1001 Fannin Street, Suite 2300, Houston, TX 77002-6760
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