Attached files
file | filename |
---|---|
8-K - FORM 8-K - Crestwood Midstream Partners LP | h81808e8vk.htm |
EX-1.1 - EX-1.1 - Crestwood Midstream Partners LP | h81808exv1w1.htm |
EX-5.1 - EX-5.1 - Crestwood Midstream Partners LP | h81808exv5w1.htm |
EX-99.1 - EX-99.1 - Crestwood Midstream Partners LP | h81808exv99w1.htm |
EX-99.2 - EX-99.2 - Crestwood Midstream Partners LP | h81808exv99w2.htm |
Exhibit
8.1
2800 JPMorgan Chase Tower, 600 Travis Houston, Texas 77002 Telephone: 713-226-1200 Fax: 713-223-3717 www.lockelord.com |
April 29, 2011
Crestwood Midstream Partners LP
717 Texas Avenue, Suite 3150
Houston, Texas 77002
717 Texas Avenue, Suite 3150
Houston, Texas 77002
Ladies and Gentlemen:
We have acted as counsel to Crestwood Midstream Partners LP, a Delaware limited partnership
(the Partnership), with respect to certain legal matters in connection with the offer and
sale by the Partnership of its common units representing limited partner interests (the Common
Units). We have also participated in the preparation of the Partnerships prospectus dated
April 28, 2011 (the Prospectus) and the Partnerships prospectus supplement dated April
29, 2011 (the Prospectus Supplement) forming part of the Partnerships Registration
Statement on Form S-3, as amended (File No. 333-171735) (the Registration Statement).
In connection therewith, we prepared the discussion (the Discussion) set forth under
the caption Material Tax Considerations in the Prospectus and the Prospectus Supplement,
respectively.
We hereby confirm that all statements of legal conclusions contained in the Discussion reflect
the opinion of Locke Lord Bissell & Liddell LLP with respect to the matters set forth therein (i)
as of the date of the Prospectus in respect of the discussion set forth under the caption Material
Tax Considerations in the Prospectus, and (ii) as of the date of the Prospectus Supplement in
respect of the discussion set forth under the caption Material Tax Considerations in the
Prospectus Supplement, subject to the assumptions, qualifications, exceptions and limitations set
forth therein, and excepting the representations and statements of fact of the Partnership and its
general partner included in the Discussion, as to which we express no opinion.
In providing this opinion, we have examined and are relying upon the truth and accuracy at all
relevant times of the statements, covenants, and representations contained in (i) the Registration
Statement, Prospectus and Prospectus Supplement, (ii) certain other filings made by the Partnership
with the Securities and Exchange Commission (SEC) and (iii) other information provided to
us by the Partnership and its general partner.
We hereby consent to the filing of this opinion as an exhibit to the Current Report on Form
8-K and to the use of our name in the Discussion in the Prospectus and Prospectus Supplement. In
giving this consent, we do not hereby admit that we are within the category of persons whose
consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC
thereunder.
Very truly yours, |
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/s/ Locke Lord Bissell & Liddell LLP | ||||
LOCKE LORD BISSELL & LIDDELL LLP | ||||