Attached files
file | filename |
---|---|
8-K - FORM 8-K - Archrock Partners, L.P. | h82593e8vk.htm |
EX-1.1 - EX-1.1 - Archrock Partners, L.P. | h82593exv1w1.htm |
EX-5.1 - EX-5.1 - Archrock Partners, L.P. | h82593exv5w1.htm |
EX-99.1 - EX-99.1 - Archrock Partners, L.P. | h82593exv99w1.htm |
Exhibit 8.1
May 25, 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
the Partnership of 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 May 25, 2011 (the Prospectus Supplement) forming part of the
Registration Statement on Form S-3 (the Registration Statement). In connection therewith, we
prepared the discussions (the Discussions) set forth under the caption Material Tax
Consequences in the Prospectus and the Prospectus Supplement.
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
and (ii) as of the effective date of the Prospectus Supplement 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,
/s/ VINSON & ELKINS L.L.P.
Vinson & Elkins L.L.P.
Vinson & Elkins LLP Attorneys at Law
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