Attached files
file | filename |
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8-K - FORM 8-K - ENTERPRISE PRODUCTS PARTNERS L.P. | h78817e8vk.htm |
EX-5.1 - EX-5.1 - ENTERPRISE PRODUCTS PARTNERS L.P. | h78817exv5w1.htm |
EX-4.3 - EX-4.3 - ENTERPRISE PRODUCTS PARTNERS L.P. | h78817exv4w3.htm |
Exhibit 8.1
600 Travis, Suite 4200
Houston, Texas 77002
713.220.4200 Phone
713.220.4285 Fax
andrewskurth.com
Houston, Texas 77002
713.220.4200 Phone
713.220.4285 Fax
andrewskurth.com
January 13, 2011
Enterprise Products Partners L.P.
Enterprise Products Operating LLC
1100 Louisiana, 10th Floor
Houston, TX 77002
Enterprise Products Operating LLC
1100 Louisiana, 10th Floor
Houston, TX 77002
Ladies and Gentlemen:
We have acted as special counsel in connection with the Registration Statement on Form S-3
(the Registration Statement) of Enterprise Products Partners L.P. (the
Partnership), a Delaware limited partnership, and Enterprise Products Operating LLC, a
Texas limited liability company (the Operating LLC), relating to the registration of the
offering and sale (the Offering) of common units of the Partnership, debt securities of
Operating LLC, and the related guarantees of the debt securities by the Partnership to be issued
and sold by each of the Partnership and Operating LLC as applicable from time to time pursuant to
Rule 415 under the Securities Act of 1933, as amended (the Act). In connection
therewith, we have participated in the preparation of the discussion set forth under the caption
Material U.S. Income Tax Consequences (the Discussion) in the prospectus supplement
dated January 4, 2011 (the Prospectus Supplement) filed with the Securities and Exchange
Commission pursuant to Rule 424(b) under the Act relating to the issuance and sale of $750,000,000
principal amount of Operating LLCs 3.20% Senior Notes due 2016 and $750,000,000 principal amount
of Operating LLCs 5.95% Senior Notes due 2041 (the Debt Securities). Capitalized terms
used and not otherwise defined herein are used as defined in the Registration Statement.
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 Debt Securities 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.
Enterprise Products Partners L.P.
Enterprise Products Operating LLC
January 13, 2011
Page 2
Enterprise Products Operating LLC
January 13, 2011
Page 2
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.
We hereby consent to the filing of this opinion as an exhibit to a Current Report on Form 8-K
of the Partnership, 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 Act, 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