Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - Archrock Partners, L.P. | h80208e8vk.htm |
| EX-1.1 - EX-1.1 - Archrock Partners, L.P. | h80208exv1w1.htm |
| EX-99.1 - EX-99.1 - Archrock Partners, L.P. | h80208exv99w1.htm |
Exhibit 8.1
March 3, 2011
Exterran Partners, L.P.
16666 Northchase Drive
Houston, Texas 77060
16666 Northchase Drive
Houston, Texas 77060
| Re: Registration Statement on Form S-3 |
Ladies and Gentlemen:
We have acted as counsel for Exterran Partners, L.P. (the “Partnership”), a Delaware limited
partnership, with respect to certain legal matters in connection with the offer and sale by EXH MLP
LP LLC of up to 6,037,500 common units representing limited partner interests in the Partnership.
We have also participated in the preparation of a Prospectus dated March 18, 2010 (the
“Prospectus”) and a Prospectus Supplement dated March 1, 2011 (the “Prospectus Supplement”) forming
part of the Registration Statement on Form S-3 No. 333-164258 (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 Consequences” in the Prospectus and the Prospectus Supplement. 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, |
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| /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 London Moscow New York Palo Alto Shanghai Tokyo Washington |
First City Tower, 1001 Fannin Street, Suite 2300, Houston, TX 77002-6760 Tel 713.758.2222 Fax 713.758.2346 www.velaw.com |