Attached files
file | filename |
---|---|
S-1/A - FORM S-1/A - ANDEAVOR LOGISTICS LP | h78279a6sv1za.htm |
EX-23.1 - EX-23.1 - ANDEAVOR LOGISTICS LP | h78279a6exv23w1.htm |
EX-10.1 - EX-10.1 - ANDEAVOR LOGISTICS LP | h78279a6exv10w1.htm |
Exhibit 8.1
717 Texas Avenue, 16th floor
Houston, TX 77002
Tel: +1.713.546.5400 Fax: +1.713.546.5401
www.lw.com
Houston, TX 77002
Tel: +1.713.546.5400 Fax: +1.713.546.5401
www.lw.com
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April 12, 2011
Tesoro Logistics LP
19100 Ridgewood Parkway
San Antonio, TX 78529-1828
19100 Ridgewood Parkway
San Antonio, TX 78529-1828
Re: Tesoro Logistics LP
Ladies and Gentlemen:
We have acted as counsel to Tesoro Logistics LP, a Delaware limited partnership (the
Partnership), in connection with the registration under the Securities Act of 1933, as amended
(the Securities Act), of the offering and sale of up to an aggregate of 14,375,000 common units
representing limited partner interests in the Partnership (the Common Units).
This opinion is based on various facts and assumptions, and is conditioned upon certain
representations made by the Partnership as to factual matters through a certificate of an officer
of the Partnership (the Officers Certificate). In addition, this opinion is based upon the
factual representations of the Partnership concerning its business, properties and governing
documents as set forth in the Partnerships Registration Statement on Form S-1 (File No.
333-171525), as amended as of the effective date thereof, to which this opinion is an exhibit and
relating to the Common Units (the Registration Statement), the Partnerships prospectus dated
April 12,
2011 relating to the Common Units (the Prospectus) and the Partnerships responses to
our examinations and inquiries.
In our capacity as counsel to the Partnership, we have made such legal and factual
examinations and inquiries, including an examination of originals or copies certified or otherwise
identified to our satisfaction of such documents, corporate records and other instruments, as we
have deemed necessary or appropriate for purposes of this opinion. In our examination, we have
assumed the authenticity of all documents submitted to us as originals, the genuineness of all
signatures thereon, the legal capacity of natural persons executing such documents and the
conformity to authentic original documents of all documents submitted to us as copies. For the
purpose of our opinion, we have not made an independent investigation or audit of the facts set
forth in the above-referenced documents or in the Officers Certificate. In addition, in rendering
this opinion we have assumed the truth and accuracy of all representations and statements made to
us which are qualified as to knowledge or belief, without regard to such qualification.
April 12, 2011
Page 2
Page 2
We are opining herein as to the effect on the subject transaction only of the federal income
tax laws of the United States and we express no opinion with respect to the applicability thereto,
or the effect thereon, of other federal laws, foreign laws, the laws of any state or any other
jurisdiction or as to any matters of municipal law or the laws of any other local agencies within
any state.
Based
on the facts, assumptions and representations set forth
herein, the
statements in the Prospectus under the caption Material Federal Income Tax Consequences, insofar
as such statements purport to constitute summaries of United States federal income tax law and
regulations or legal conclusions with respect thereto, constitute the opinion of Latham & Watkins
LLP as to the material U.S. federal income tax consequences of the matters described therein.
No opinion is expressed as to any matter not discussed herein.
This opinion is rendered to you as of the effective date of the Registration Statement, and we
undertake no obligation to update this opinion subsequent to the date hereof. This opinion is
based on various statutory provisions, regulations promulgated thereunder and interpretations
thereof by the Internal Revenue Service and the courts having jurisdiction over such matters, all
of which are subject to change either prospectively or retroactively. Also, any variation or
difference in the facts from those set forth in the representations described above, including in
the Registration Statement, the Prospectus and the Officers Certificate may affect the conclusions
stated herein.
This opinion is furnished to you, and is for your use in connection with the transactions set
forth in the Registration Statement and the Prospectus. This opinion may not be relied upon by you
for any other purpose or furnished to, assigned to, quoted to or relied upon by any other person,
firm or other entity, for any purpose, without our prior written
consent. However, this opinion
may be relied upon by you and by persons entitled to rely on it pursuant to applicable provisions of federal
securities law, including purchasers of the Common Units in this
offering and persons purchasing Common Units pursuant to the
Registration Statement and the Prospectus or in the secondary market.
We hereby consent to the filing of this opinion as an exhibit to the Prospectus and to the use
of our name under the caption Material Federal Income Tax Consequences in the Prospectus. In
giving such consent, we do not thereby admit that we are within the category of persons whose
consent is required under Section 7 of the Securities Act or the rules or regulations of the
Securities and Exchange Commission promulgated thereunder.
Very truly yours, |
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/s/ Latham & Watkins LLP | ||||