Attached files
file | filename |
---|---|
8-K - FORM 8-K - LEGACY RESERVES LP | h77944e8vk.htm |
EX-1.1 - EX-1.1 - LEGACY RESERVES LP | h77944exv1w1.htm |
EX-5.1 - EX-5.1 - LEGACY RESERVES LP | h77944exv5w1.htm |
Exhibit 8.1
600 Travis, Suite 4200 | ||
Houston, Texas 77002 | ||
713.220.4200 Phone | ||
713.220.4285 Fax | ||
andrewskurth.com |
November 22, 2010
Legacy Reserves LP
303 W. Wall Street, Suite 1400
Midland, Texas 79701
303 W. Wall Street, Suite 1400
Midland, Texas 79701
Gentlemen:
We have acted as special counsel in connection with the Registration Statement on Form S-3
effective April 16, 2008 (Registration No. 333-150111, the Registration Statement) of Legacy
Reserves LP, a Delaware limited partnership (the Partnership), and the prospectus supplement
dated November 18, 2010 (the Prospectus Supplement) relating to the offering and sale (the
Offering) of up to 3,450,000 units representing limited partner interests in the Partnership
(Units). In connection therewith, we have participated in the preparation of the discussion set
forth under the caption Material Tax Considerations (the Discussion) in the Registration
Statement and the Prospectus Supplement.
The Discussion, subject to the qualifications and assumptions stated in the Discussion and the
limitations and qualifications set forth herein, constitutes our opinion as to the material United
States federal income tax consequences for purchasers of the Units pursuant to the Offering.
This opinion letter is limited to the matters set forth herein, and no opinions are intended
to be implied or may be inferred beyond those expressly stated herein. Our opinion is rendered as
of the date hereof and we assume no obligation to update or supplement this opinion or any matter
related to this opinion to reflect any change of fact, circumstances, or law after the date hereof.
In addition, our opinion is based on the assumption that the matter will be properly presented to
the applicable court.
Furthermore, our opinion is not binding on the Internal Revenue Service or a court. In
addition, we must note that our opinion represents merely our best legal judgment on the matters
presented and that others may disagree with our conclusion. There can be no assurance that the
Internal Revenue Service will not take a contrary position or that a court would agree with our
opinion if litigated.
Legacy Reserves LP
November 22, 2010
Page 2
November 22, 2010
Page 2
We hereby consent to the filing of this opinion as an exhibit to the Current Report on Form
8-K of the Partnership filed on the date hereof, the incorporation by reference of this opinion in
the Registration Statement and to the references to our firm and this opinion contained in the
Prospectus Supplement forming a part of the Registration Statement. In giving this consent, we do
not admit that we are experts under the Securities Act of 1933, or under the rules and
regulations of the Securities and Exchange Commission relating thereto, with respect to any part of
the Registration Statement, including this exhibit to the Current Report on Form 8-K.
Very truly yours, | ||
/s/ Andrews Kurth LLP |