Attached files
file | filename |
---|---|
S-1/A - FORM S-1/A - QR Energy, LP | h75980a4sv1za.htm |
EX-5.1 - EX-5.1 - QR Energy, LP | h75980a4exv5w1.htm |
EX-1.1 - EX-1.1 - QR Energy, LP | h75980a4exv1w1.htm |
EX-10.2 - EX-10.2 - QR Energy, LP | h75980a4exv10w2.htm |
EX-10.5 - EX-10.5 - QR Energy, LP | h75980a4exv10w5.htm |
Exhibit 8.1
December 14, 2010
QR Energy, LP
5 Houston Center
1401 McKinney Street, Suite 2400
Houston, Texas 77010
5 Houston Center
1401 McKinney Street, Suite 2400
Houston, Texas 77010
Re: QR Energy, LP Registration Statement on Form S-1
Ladies and Gentlemen:
We have acted as counsel for QR Energy, LP, a Delaware limited partnership (the
Partnership), with respect to certain legal matters in connection with the offer and sale of
common units representing limited partnership interests in the Partnership. We have also
participated in the preparation of a prospectus forming a part of the Registration Statement on
Form S-1 (File No. 333-169664), as amended (the Registration Statement), to which this opinion is
an exhibit. In connection therewith, we prepared the discussion (the Discussion) set forth under
the caption Material Tax Consequences in the Registration Statement.
All statements of legal conclusions contained in the Discussion, unless otherwise noted, are
our opinion with respect to the matters set forth therein as of the effective date of the
Registration Statement. In addition, we are of the opinion that the Discussion with respect to
those matters as to which no legal conclusions are provided is an accurate discussion of such
federal income tax matters (except for the representations and statements of fact by the
Partnership and its general partner included in the Discussion, as to which we express no opinion).
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement
and to the use of our name in the Registration Statement. This consent does not, however,
constitute an admission that we are experts as such term is defined in Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange
Commission issued thereunder.
Very truly yours,
/s/ Vinson & Elkins L.L.P.
Vinson & Elkins LLP Attorneys at Law
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