Attached files
file | filename |
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EX-1.1 - EX-1.1 - BUCKEYE PARTNERS, L.P. | h81435exv1w1.htm |
8-K - FORM 8-K - BUCKEYE PARTNERS, L.P. | h81435e8vk.htm |
EX-5.1 - EX-5.1 - BUCKEYE PARTNERS, L.P. | h81435exv5w1.htm |
Exhibit 8.1
April 18, 2011
Buckeye Partners, L.P.
One Greenway Plaza, Suite 600
Houston, TX 77046
One Greenway Plaza, Suite 600
Houston, TX 77046
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel for Buckeye Partners, L.P., a Delaware limited partnership (the
Partnership), in connection with the proposed offering and sale by the Partnership of up to
5,520,000 limited partnership units representing limited partner interests of the Partnership. We
have also participated in the preparation of a Prospectus Supplement dated April 14, 2011 (the
Prospectus Supplement) and the Prospectus dated November 20, 2008 (the Prospectus) forming part
of the Registration Statement on Form S-3 (No. 333-155522) (the Registration Statement) to which
this opinion is an exhibit.
In connection therewith, we prepared the discussions set forth under the captions Material
Tax Consequences in the Prospectus and Tax Considerations the Prospectus Supplement (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 (i) as of the date of the Prospectus
Supplement in respect of the discussion set forth under the caption Tax Considerations and (ii)
as of the date of the Prospectus in respect of the discussion set forth under the caption Material
Tax Consequences, in both cases 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 of 1933, as amended, or the rules and regulations of the Securities and Exchange 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 Austin Beijing Dallas Dubai
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First City Tower, 1001 Fannin Street, Suite 2300, Houston, TX 77002-6760 | |
Houston London Moscow New York Shanghai Tokyo Washington
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Tel 713.758.2222 Fax 713.758.2346 www.velaw.com |