Attached files
file | filename |
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8-K - FORM 8-K - Energy Transfer, LP | h78203e8vk.htm |
EX-5.1 - EX-5.1 - Energy Transfer, LP | h78203exv5w1.htm |
EX-1.1 - EX-1.1 - Energy Transfer, LP | h78203exv1w1.htm |
Exhibit 8.1
December 7, 2010
Energy Transfer Partners, L.P.
2828 Woodside Street
Dallas, Texas 75204
2828 Woodside Street
Dallas, Texas 75204
Ladies and Gentlemen:
We have acted as counsel for Energy Transfer Partners, L.P. (the Partnership), a Delaware
limited partnership, with respect to certain legal matters in connection with the offer and sale by
the Partnership of common units representing limited partner interests in the Partnership having an
aggregate offering price of up to $200,000,000 pursuant to the Equity Distribution Agreement dated
December 6, 2010. We have also participated in the preparation of a Prospectus Supplement dated on
or about the date hereof (the Prospectus Supplement) and the Prospectus dated August 14, 2009
(the Prospectus) forming part of the Registration Statement on Form S-3 (No. 333-160019) (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 Income Tax Considerations 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 as of the effective date of the
Registration Statement, qualified by the limitations contained in the Discussions. 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 Discussions, 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, |
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/s/ VINSON & ELKINS L.L.P. | ||||
Vinson & Elkins L.L.P. | ||||
Vinson & Elkins LLP Attorneys at Law
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Houston, TX 77002-6760 | |
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Tel 713.758.2222 Fax 713.758.2346 www.velaw.com |