Attached files
Exhibit 8.1
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. |
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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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